<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                               AMENDMENT NO. 2 TO
                                  FORM 10-KSB/A


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2000

                             WHITEHALL LIMITED, INC.
                             -----------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                         COMMISSION FILE NUMBER 0-29027


              FLORIDA                                   84-1092599
----------------------------------------    ------------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
    incorporation or organization)

290 COCOANUT AVENUE, SARASOTA, FLORIDA                     34236
----------------------------------------    ------------------------------------
(Address of principal executive offices)                 (Zip Code)

Issuer's Telephone Number    (941) 954-1181
                             --------------

Securities registered pursuant to Section 12(b) of the Act:     NONE

Securities registered pursuant to Section 12(g) of the Act:     COMMON STOCK


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filings requirements for the past 90 days. Yes       No  X
                                                               ---      ---

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

State issuer's revenues for its most recent fiscal year: $8,773,237 for fiscal
year ended March 31, 2000.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) The common stock of the issuer is not presently
trading.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,946,000 shares of common stock as
of December 31, 2000.



<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND

     WHITEHALL LIMITED, INC. (the "Company") is a corporation which has been
domesticated and presently exists under Florida law effective June 24, 1999. At
the time of its domestication, the Company effected a one for three reverse
split of its outstanding Common Stock. Unless otherwise noted, all information
throughout this Form 10-KSB/A gives retroactive effect to such reverse stock
split.

     Effective June 24, 1999, the Company acquired Whitehall Quality Homes,
Inc., a Florida corporation (formerly known as Whitehall Homes II, Inc. and
referred to herein as "Whitehall"), which is now a wholly owned subsidiary of
the Company. Whitehall is a residential home builder located in Sarasota,
Florida. The Company, formerly known as Cambridge Universal Corporation, was
originally incorporated in Colorado in 1988. After an initial public offering in
1988, it did not conduct any significant business operations and had minimal or
no assets. Prior to its acquisition of Whitehall, the Company was what is
commonly referred to as a "blank check" company because its business objective
was to effect an exchange of capital stock or other business combination with an
operating business. References herein to the Company or Whitehall shall mean
Whitehall Limited, Inc. and Whitehall Quality Homes, Inc. collectively unless
the context otherwise requires or as otherwise noted.

     The Company's principal executive office is located at 290 Cocoanut Avenue,
Sarasota, Florida 34236 and its telephone number is (941) 954-1181.































                                       2



<PAGE>

CONTROL PERSONS OF THE COMPANY

     Prior to the Company's acquisition of Whitehall, Andrews & Associates, Inc.
("Andrews"), a residential real estate development consulting firm which was
providing consulting services to Whitehall and its affiliates, obtained voting
control of the Company in connection with a proposed business combination with
Whitehall. Andrews obtained voting control by agreeing to purchase from existing
shareholders a total of 763,333 shares (as adjusted to reflect the 1 for 3
reverse stock split) or approximately 32% of the Company's total outstanding
shares; by obtaining proxies to vote 572,500 of such shares, ownership of which
was retained by the selling shareholders pending receipt of payment therefor by
the escrow agent appointed to hold such shares; and by obtaining proxies to vote
sufficient additional shares owned by other shareholders to equal at least a
majority of the outstanding shares. See "Certain Relationships and Related
Transactions." It is the view of the staff of the Commission, as expressed in a
letter to Ken Worm, Assistant Director, OTC Compliance Unit, NASD Regulation
Inc., dated January 21, 2000, that a controlling shareholder of a blank check
company, as well as its affiliates and transferees, are "underwriters" of the
shares acquired by them, and that such shares can only be resold through
registration under the Securities Act of 1933.

     After the Company's acquisition of Whitehall, the following persons may be
considered as "control persons" of the Company as of March 31, 2000 (the phrase
"control persons" means persons or entities exercising control over an issuer of
securities as a result of the beneficial ownership of the issuer's outstanding
voting securities, by virtue of serving as a director or officer of such issuer,
as a result of contractual relationships or other circumstances):

<TABLE>
<CAPTION>
IDENTITY OF CONTROL PERSON                  NATURE OF CONTROL RELATIONSHIP
--------------------------                  ------------------------------
<S>                                         <C>
Ronald Mustari                              Record and beneficial ownership (with
                                            Joanne Mustari) of 51.51% of the Company's
                                            outstanding Common Stock; member of
                                            the Board of Directors, President and Chief
                                            Executive Officer

Joanne Mustari                              Record and beneficial ownership (with
                                            Ronald Mustari) of 51.51% of the Company's
                                            outstanding Common Stock

Gerald H. Gould(1)                          Director

Robert E. Messick(1)                        Director
</TABLE>

------------

(1) As of March 31, 2000, these directors did not own of record or beneficially
    any shares of Common Stock of the Company.

DEVELOPMENT OF WHITEHALL BUSINESS


     Effective as of June 17, 1999, Whitehall, which was wholly owned by Ronald
and Joanne Mustari, acquired all of the assets of nine affiliated companies
(collectively, "Whitehall Homes") which were also wholly owned by Mr. and Mrs.
Mustari, for a purchase price of $2,500,000. As payment, Whitehall delivered its
promissory note in the amount of $2,500,000 to Whitehall Homes and Whitehall
Homes subsequently assigned it to Mr. and Mrs. Mustari. Thereafter, as a result
of Mr. and Mrs. Mustari excluding an affiliated company from the transaction,
the purchase price and promissory note were reduced by approximately $1,181,000,
the underlying value of the entity being excluded, to approximately $1,319,000.
In addition, a number of the companies comprising Whitehall Homes were equally
owned by Mr. And Mrs. Mustari and Donald Lichter until April 27, 1999, when Mr.
and Mrs. Mustari purchased the ownership interest of Mr. Lichter for cash and
promissory notes and terminated Mr. Lichter's business relationship with
Whitehall Homes. Whitehall Homes has been in the business of constructing
residential homes (principally single family homes) in the Florida counties of
Sarasota, Manatee, Collier, Pasco and Hillsborough since 1985. Shortly after
Whitehall acquired all of the assets of Whitehall Homes, the Company acquired
100% of the outstanding shares of Whitehall from Mr. and Mrs. Mustari in
exchange for 5,108,433 shares of the Company's Common Stock, of which 4,608,268
shares were issued to Mr. and Mrs. Mustari and 500,165 shares were issued to the
Mustaris adult children and grandchildren. As a result of the transaction,
Whitehall became a wholly owned subsidiary of the Company.




                                       3
<PAGE>

THE COMPANY'S BUSINESS

     The Company builds quality homes with custom features at moderate prices.
The homes are designed principally for the entry level or "moving up" home
buyers' market, as well as the retirement segment of such market. Residences
constructed and marketed by the Company usually range in size from 1,200 to
3,500 square feet and have purchase prices ranging from $150,000 to $500,000.
The Company markets the residences through commissioned employees and
independent real estate brokers in the Company's market area, which consists of
the west coast of the State of Florida, primarily, Sarasota, Manatee, Collier,
Pasco and Hillsborough Counties. Residential unit sales are usually conducted
from sales offices located in furnished models in each subdivision where the
Company is active. The Company also typically constructs a limited number of
speculative homes in each residential subdivision in which it is active in order
to enhance marketing and sales activities. At March 31, 2000, the Company had
approximately $1,620,000 invested in land and development costs and
approximately $4,510,000 invested in homes under construction and furnished
models.

     EXISTING PROJECTS. The Company is presently engaged in some level of
development in residential real estate and the construction of single family
dwellings in the following projects. All of the projects where such development
and construction activity is being conducted contain appropriately zoned
residential dwelling unit building lots, and construction permits are obtained
prior to the construction of a unit. The following table sets forth summaries of
statistical data with respect to the identified real estate projects:

<TABLE>
<CAPTION>
                                                                                            NUMBER OF
                                                  NUMBER        ESTIMATED     NUMBER OF     CONTRACTORS
                                                  OF BUILD-     AVERAGE       DWELLING      IN DEVELOP-   ESTIMATED
                                                  ING LOTS      SELLING       UNITS SOLD/   MENT IN       TIME OF
                                 STATUS OF        AVAIL-        PRICE PER     NUMBER OF     ADDITION      DEVELOP-
                               INFRASTRUCTURE     ABLE TO       DWELLING      UNITS UNDER   TO THE        MENT
IDENTITY OF DEVELOPMENT         DEVELOPMENT       REGISTRANT    UNIT          CONSTRUCTION  REGISTRANT    BUILD-OUT
-----------------------        --------------     ----------    ---------     ------------  ----------    ---------
<S>                            <C>                <C>           <C>           <C>           <C>           <C>
AVALON AT THE VILLAGES            COMPLETE               114    $186,000        24/36           4          24 MONTHS
  OF PALM AIRE
BERMUDA CLUB                      COMPLETE                30     200,000         20/4           0         FALL, 2001
IBIS/HERON CREEK                  COMPLETE                60     180,000        17/10           0          30 MONTHS
  GOLF AND COUNTRY CLUB
WILD PINES/HERON                  COMPLETE               112     250,000         11/8           3          39 MONTHS
  CREEK GOLF & COUNTRY CLUB
LAKE JOVITA                       COMPLETE                60     240,000          0/6           0          30 MONTHS
MOORINGS LAKEWOOD                INCOMPLETE              140     326,000          0/0           0          48 MONTHS
CALUMET RESERVE                   COMPLETE                54     195,000          0/4           0          30 MONTHS
</TABLE>

     Substantially all of the residential construction activities of the Company
are and will be conducted through utilization of the services of experienced and
reliable subcontractors who provide for electrical, sewer, concrete slab,
framing, roofing and similar matters. The Company believes that there is an
adequate supply of reliable and experienced subcontractors available in the
areas of its construction activities, and the Company believes that its
relationships with such subcontractors is good.

     In its development and construction activities, the Company endeavors to
offer high quality homes with custom features not usually found in residences
offered at the prices established by the Company. Such residences are designed
principally for the entry level homeowner, for the market commonly referred to
as the "move up" market, and for the retirement segments of the community.
Average dwelling unit sizes range from 1,200 to 3,500 square feet and range in
price from $150,000 to $500,000. The plans for the residential dwelling units
constructed by the Company are prepared by architects in order to maximize the
aesthetic appeal of the units to the buying public. In the construction process,
supervision of material and service subcontractors is exercised by construction
supervisors employed directly by the Company.

     The present development activity of the Company is not being conducted
pursuant to joint ventures or similar arrangements, although such arrangements
have been utilized in past activities of Whitehall.

     MARKETING. In its construction and residential marketing activities, the
Company continually monitors the sales and margins achieved with respect to
residential unit construction costs, other related costs and the market price
realized in the sale of the unit to the purchaser. The Company generally offers
five to ten home designs in each of






                                       4


<PAGE>


the developments in which it is active, but is prepared to provide to the
interested home buyer additional building plans and further options and
variances from the standard plan.

     In its marketing activities, the Company attempts to maximize the effect of
its advertising expenditures by participating in promotional activities,
publications and newsletters sponsored by local real estate brokers, mortgage
companies, utility companies and trade associations and, in certain instances
where possible, by positioning its developments in locations that maximize the
exposure of the development to local traffic patterns. The Company markets the
residences through commissioned employees and independent real estate brokers.
Residential unit sales are typically conducted from sales offices located in
furnished model homes located within each development. Company sales
representatives and consultants assist prospective home buyers by providing them
with floor plans, price information, tours of model homes and the selection of
options and other custom features. Management believes that the Company's
commissioned employees are adequately trained in terms of their sales capability
and it is the policy of the Company to keep such persons informed as to the
availability of financing, construction schedules and future marketing and
advertising plans.

     In addition to using model homes, Whitehall typically builds a limited
number of speculative homes in each development in order to enhance its
marketing and sales activities. Construction of these speculative homes is also
considered necessary to satisfy the requirement of relocated personnel and
independent brokers who often represent home buyers requiring a completed
residential unit within 60 days or less. A majority of such speculative homes
are, in fact, sold before construction is completed or are sold immediately
following completion. The Company attempts to limit the number of speculative
homes built in each of its developments.

     In its marketing activities, the Company recognizes the importance of the
availability of residential financing and, accordingly, works with a variety of
mortgage lenders and mortgage brokers who, on a regular basis, make available to
home buyers a range of conventional mortgage financing, as well as FHA and VA
mortgage programs. By assisting in the financing of their residential units, the
Company believes that it is better able to coordinate and expedite the
consummation of the sales transaction.

     REGULATORY FACTORS. The development of residential real estate projects and
the construction of single family dwellings constitutes activity which is
subject to extensive regulation primarily by local governmental authorities and
agencies thereof, although Florida, on a statewide basis, exercises significant
regulation in terms of environmental concerns and other matters. As a result of
this extensive regulation, the Company, as well as the subcontractors serving
the Company, are required to comply with various state and local laws and
regulations, including those relating to zoning, density requirements, the
necessity of obtaining building permits, matters relating to environmental
considerations, advertising, rules relating to the extension of credit and other
subjects. Regulatory factors also affect the specifications and quality of
materials that must be utilized on a minimum basis with respect to any
constructed residential unit, as well as the completion of the infrastructure
required in any development. In the opinion of the Company's management, the
Company's business is currently being conducted in compliance with all
applicable federal, state and local regulations.

     PROPERTY ACQUISITIONS. The Company continually inspects and determines the
relative feasibility of real estate parcels for future residential development
projects and, accordingly, constantly inspects available parcels of real estate
in its operating area which are the Florida counties of Sarasota, Manatee,
Collier, Hillsborough and Pasco. Real estate properties possibly suitable for
development which are not located in such five county area will also be
investigated. The Company has contracted for the purchase of property in Collier
County, Florida (Naples), and has entered into a contract for the acquisition of
development real estate in the Mount Dora, Florida area subject to obtaining
zoning approval. Mount Dora is near Orlando, Florida (Orange County, Florida).
The Company also has under contract for acquisition a development tract of real
estate located in Fort Myers, Florida, which is in Lee County. The Company is
also presently inspecting a property located in Lake County, Florida. Generally
the Company endeavors to acquire developed building lots after all zoning and
other governmental entitlements and approvals have been obtained. In effecting
purchases in this manner, the Company believes that it may move into a
particular market in a more rapid fashion from the time of land acquisition,
construction of the residential unit and the ultimate sale thereof, thereby
reducing the customary cycle experienced by most home builders. The
disadvantages perceived by Company's management in acquiring property in such
fashion is the possible depressing effect on the profit margins of the Company
which may occur due to the increased acquisition cost which has as an element
thereof the costs incurred and expended in obtaining zoning and necessary
permits. Profits margins may be




                                       5


<PAGE>

favorably influenced by such process, however, by permitting more certain
building and construction schedules with respect to residential units. In such
acquisition activities, the Company has and will continue to utilize lot options
and similar contracts to secure developed lots or to assure, upon option
exercise, an adequate inventory of such developed lots. Substantially all real
estate purchased by the Company will involve those properties which have
obtained all necessary permits and entitlements and comply with all regulatory
factors, thereby permitting the Company to immediately begin residential
construction activities.

     COMPETITION. The residential development and construction industry is
highly competitive throughout the United States and particularly in the
Company's geographic market area which is located primarily in Southwest
Florida. In times of strong demand for residential building lots, entities such
as the Company are inclined to initiate a number of developments and the
construction of residential units at substantially the same time, thereby
potentially creating an oversupply of available residential units. When demand
for such residential units slackens, downward pressure with respect to the
pricing of inventory units usually occurs or the acquisition on a
pre-construction basis of residential units by home buyers decreases
significantly. Factors which will affect the relative competitive position of
the Company including, without limitation, its project development activities,
residential unit construction and the marketing thereof, including the location
of the Company's available residential units and the project in which they are
located, the presence of competing entities in the Company's areas of operations
and the relative level of consumer acceptance of the Company's residential units
from an aesthetic, pricing and availability standpoint. The ultimate pricing of
the residential unit and the related lot will also be a competitive factor. The
Company believes that it is in competition with development and construction
entities which have substantially greater financial, managerial and other
resources than those presently available to the Company. The Company estimates
that there are approximately 12 major residential dwelling unit home contractors
operating in the area of Florida in which the Company operates. No assurance can
be given that the Company will effectively meet competition on a continuing
basis.

     THE RESIDENTIAL HOME BUILDING INDUSTRY. The residential home building
industry which includes the development of residential real estate projects has
three primary components. These components are land acquisition, land
development and home construction and sales. The Company believes that there is
considerable overlap among those who participate in one or more of these
components. Investors purchase undeveloped or underutilized real estate with a
view to realizing appreciation in value as a result of urban or suburban growth
but such investors usually do not engage in development activities. Developers
and residential dwelling contractors such as the Company typically purchase real
property which is usually unimproved and unplatted but is appropriately zoned
for development, and such entities develop such property into subdivisions
containing platted, semi-finished or finished lots for sale to home builders. In
some instances, developers like the Company also engage in residential home
construction. The Company acquires properly zoned real estate for further
development and constructs residential units thereon and also builds residential
units in subdivisions containing fully developed lots ready for residential home
construction.

     In the home construction and sales component of the industry, there are
four major activities: building custom homes, building production homes,
building townhomes, condominiums and apartments, and remodeling. The Company
concentrates its residential construction activities on the construction of
single family custom homes in the medium price range. The Company's geographic
area of operation is estimated to contain approximately 12 major developers and
residential unit contractors, some of whom conduct nationwide operations and
engage in the building of production homes. The Company's management believes
that within the Company's area of operations, the Company ranks among the top
ten of such developers. Management's estimate is based upon a publication known
as The Construction Guide which publishes on a monthly basis statistical data
relating to the number of residential unit "construction starts" occurring in
any particular month and which is cumulated on a year-to-date basis. It should
be noted, however, that the range of construction starts varies widely and a
number of home builders have monthly construction starts significantly in excess
of those of the Company. For example, 70 construction starts were attributed to
Whitehall for the 12 month period ended March 31, 2000. Twelve residential unit
contractors, however, reported construction starts in excess of those of the
Company ranging from a low of 25 construction starts to a high of 200
construction starts during the same period.




                                       6


<PAGE>
     EMPLOYEES. As of March 31, 2000, the Company had 11 employees, all of which
are full time.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company's principal executive office is located at 290 Cocoanut Avenue,
Sarasota, Florida 34236 in a 3,192 square foot office building owned by the
Company. The building, and an attached 1,961 square foot building owned by the
Company, is subject to a mortgage requiring monthly payments of $3,920.
Management believes that the building is adequate for its needs in the
foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS.

     The Company is not involved in any material legal proceedings and, to the
Company's knowledge, there is presently no basis for any such proceeding.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There has been no trading market for the Company's Common Stock since the
Company's acquisition of Whitehall in June, 1999.

     As of March 31, 2000, there were approximately 396 shareholders of record
of the Company's Common Stock.

     The Company has never paid any cash dividends on its Common Stock and
anticipates that, for the foreseeable future, no cash dividends will be paid on
its Common Stock. Payment of future cash dividends will be determined by the
Company's Board of Directors based upon conditions then existing, including the
Company's financial condition, capital requirements, cash flow, profitability,
business outlook and other factors. In addition, the Company's future credit
arrangements may restrict the payment of dividends.

     Any market transactions involving the Common Stock of the Company are
expected to occur in the over-the-counter market on the OTC Bulletin Board.
Accordingly, the Company's Common Stock may be classified as a designated
security pursuant to the rules of the Securities and Exchange Commission. A
designated security is sometimes referred to as a "penny stock". If such occurs,
broker-dealers effecting transactions in the Company's Common Stock will be
subject to the requirements of Commission Rules 15g-1 through 15g-9 which have
been adopted under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such rules require that any broker-dealer effecting
transactions in a penny stock accomplish and satisfy special sales practices
which include a requirement that such broker-dealers make a written suitability
determination with respect to each anticipated purchaser of a penny stock and
that such broker-dealer receive the written consent of such purchaser prior to
the occurrence of the purchase transaction. Additionally, provisions of the
Exchange Act applicable to transactions involving "penny stocks" also require
that a broker-dealer participating in any such transactions deliver a risk
disclosure document which sets forth certain risks attributable to all
transactions in penny stocks. Such risk disclosure document must be delivered by
the participating broker-dealer prior to any transaction involving a penny
stock. Participating broker-dealers must also provide the penny stock customer
with current bid and offer quotations for the penny stock which is the subject
of the anticipated transaction, the compensation to be realized by the
broker-dealer and its associated persons as a result of the consummation of such
transactions, and the monthly statements provided to the penny stock purchaser
must reflect the current market value of each penny stock held in the penny
stock customer's account maintained with such broker-dealer.

     The additional burdens imposed upon broker-dealers by such requirements
relating to penny stocks could discourage them from effecting transactions in
the Company's Common Stock which would severely limit and




                                       7


<PAGE>
restrict any market liquidity attributable to the Company's Common Stock and
the ability of purchasers thereof to sell shares in any market.

     Generally, a penny stock is any stock which has a price of under $5 per
share and is issued by an issuer which does not meet certain net tangible asset
requirements pursuant to rules adopted by the Commission which provide that the
issuer (a) has net tangible assets in excess of $2,000,000 if the issuer has
been in continuous operation for at least three years, or $5,000,000 if the
issuer has been in continuous operation for less than three years, or (b) has
average revenue of at least $6,000,000 for the last three years. As of December
31, 2000, the Company did not meet such net tangible asset or revenue
requirements.

     In June, 1999, the Company issued 4,608,268 shares of its Common Stock to
Ronald and Joanne Mustari, the sole shareholders of Whitehall, in exchange for
all of the outstanding shares of Whitehall. The issuance of such securities was
exempt from registration under the Act pursuant to Section 4(2) thereof and/or
Regulation D.

     On or about June 15, 1999, the Company issued 1,000,000 shares of its
Common Stock to Andrews and Associates, Inc. and its shareholders (Patrick J.
Andrews, Gregory M. Andrews and Jerome S. Andrews, Jr.), 150,000 shares to
Seymour Cassel and 100,000 shares to each of Charles Broun and Robert Ground as
payment of fees for consulting and other services rendered in connection with
the Company's acquisition of Whitehall. The Company placed a value of $.19 on
each share issued. The issuance of such securities was exempt from registration
under the Act pursuant to Section 4(2) thereof and/or Regulation D.

     On or about June 25, 1999, the Company issued a total of 500,165 shares of
its Common Stock to the following persons, all of whom are the adult children or
the grandchildren of Mr. and Mrs. Mustari:

               Gina Golich                  200,000 shares
               Donna Hill                   100,000 shares
               J.R. Mustari                 100,000 shares
               Joanne Marsell               100,165 shares

     The shares were issued at the request and direction of Mr. and Mrs. Mustari
as payment for services rendered by them to the Company and/or as additional
consideration for the transfer of their shares of Whitehall to the Company. The
issuance of such securities was exempt from registration under the Act pursuant
to Section 4(2) thereof and/or Regulation D.


     On or about July 1, 1999, the Company issued 57,500 shares of Common Stock
to 13 employees of the Company; 13,000 shares of Common Stock to 63
subcontractors of the Company who had previously provided services and /or
materials to the Company; and 50,400 shares of Common Stock to 154 homeowners
who had previously purchased homes from the Company and its predecessors. The
Company did not receive any consideration for such shares, which the Company
valued at $.19 per share. At the time such shares were issued, the Company was
advised that the shares issued to the Company's employees and subcontractors
would constitute restricted securities subject to applicable holding periods as
imposed by SEC Rule 144, and that the shares issued to the homeowners would be
unrestricted in the light of the position taken by the staff of the Securities
and Exchange Commission in Shaklee Corp. that the small number of shares
involved in the circumstances attendant to Shaklee Corp., among other
considerations, reduced the likelihood of violations of the registration
provisions of the Act. The Company believed that such was and is the case with
respect to the issuance of 50,400 shares to the homeowners.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

     The following discussion, other than historical financial information, may
consist of forward-looking statements that include substantial risks and
uncertainties. Actual results could differ materially from the results discussed
in the forward-looking statements due to a number of factors, including, but not
limited to, those identified in this document and the Company's other filings
with the Securities and Exchange Commission. The Company disclaims any intent or
obligation to update these forward-looking statements.





                                       8



<PAGE>

OVERVIEW

     The Company builds quality homes with custom features at moderate prices.
The homes are designed principally for the entry level or "moving up" home
buyers' market, as well as the retirement segment of such market. Residences
constructed and marketed by the Company usually range in size from 1,200 to
3,500 square feet and have purchase prices ranging from $150,000 to $500,000.
The company markets the residences through commissioned employees and
independent real estate brokers in the Company's market area, which consists of
the West Coast of the State of Florida, primarily, Sarasota, Manatee, Collier,
Pasco and Hillsborough Counties. Residential unit sales are usually conducted
from sales offices located in furnished models in each subdivision where the
Company is active. The Company also typically constructs a limited number of
speculative homes in each residential subdivision in which it is active in order
to enhance marketing and sales activities.

RESULTS OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2000 AS COMPARED TO THE YEAR
ENDED MARCH 31, 1999:

Results of Operations

        The following table sends forth operating data as a percentage of
revenue:



<TABLE>
<CAPTION>
                                                       Year ended
                                                        March 31,
                                                    1999         2000
                                                    ----         ----
<S>                                                <C>           <C>
Revenues:
       Home and lot sales                            77%           97%
       Other                                         23%            3%
                                                    ---           ---
       Total                                        100%          100%
                                                    ---           ---
Costs and expenses:
       Cost of sales                                 53%           70%
       Selling, general and administrative           38%           24%
       Interest                                       2%            2%
       Other                                         --             3%
                                                    ---           ---
       Total                                         93%           99%
                                                    ---           ---
Income before income taxes                            7%            1%
                                                    ---           ---
</TABLE>



Revenues:

     Home and Lot Sales:

The Company's Home and Lot sales increased by approximately $6,412,000 to
approximately $8,511,000 for the year ended March 31, 2000 as compared to
approximately $2,099,000 for the year ended March 31, 1999. Beginning in 1999,
the Company was able to take advantage of the strong real estate markets,
thereby increasing the average base sales price per unit, as well as sell an
increased number of options per unit.

In addition, the Company began certain phases of projects under development that
contained the premium or choice units thereby demanding a higher unit value. In
addition, during the year ended March 31, 1999, the Company sold primarily the
final units in certain projects, which focused on the lower-end market. These
units consisted of less square footage and correspondingly carried a lower sales
price. Furthermore, as described in the Company's financial statements, prior to
April 1999, certain projects were only owned 50% therefore recorded on the
equity method. Upon purchasing the remaining 50% in April of 1999, these
projects were consolidated in the financial statements. Total revenues relating
to these projects approximated $1,579,000 during the year ended March 31, 1999.






                                       9


<PAGE>

     Other Revenue:

Other revenue consists of Management fees, interest and sundry income. During
the year ended March 31, 1999, other revenue was approximately $627,000, as
compared to approximately $262,000 for the year ended March 31, 2000. The
primary reason for the decrease is that the Company earned approximately
$317,000 and $119,000 of management fees and real estate commissions
respectively, during the year ended March 31, 1999, as compared to $7,600 and
$14,000 of management fees and real estate commissions respectively, during the
year ended March 31, 2000. The primary source of these revenues during the year
ended March 31, 1999 related to the projects in which the Company recorded on
the equity method.

Costs and Expenses:

     Cost of sales:

Cost of sales increased by approximately $4,690,000 to approximately $6,134,000
for the year ended March 31, 2000 as compared to approximately $1,444,000 for
the year ended March 31, 1999. The primary reason for the increase was due to
the number of units closed and sales value during the year. However, the cost as
a percent of sales was fairly consistent between the periods.

     Selling, general and administrative:


Selling, general and administrative increased for the year ended March 31, 2000
as compared to the year ended March 31, 1999 by approximately $1,094,000. The
primary reason for this is that the Company incurred increased selling expenses
as a result of commissions owed on sales and new projects being offered for
sale, as well as building the Company's infrastructure. Approximately $792,000
of this increase resulted from common stock being issued to consultants for
services, a non-cash charge.


     Interest:

Interest increased for the year ended March 31, 2000 as compared to the year
ended March 31, 1999 by approximately $147,000. The primary reason for this is
the increased construction activity and outstanding borrowings that resulted
from these borrowings.


As a result of the aforementioned and the Company's election to be taxed as a
Subchapter "S" corporation prior to the merger (April 1999), the Company's net
income was approximately $39,000 (less than $.01 per share) for the year ended
March 31, 2000 as compared to approximately $204,000 (or $.03 per share) for the
year ended March 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES:


As of March 31, 2000, the Company had net assets of approximately $1,229,000
including cash and cash equivalents and marketable securities of approximately
$745,000. During the year ended March 31, 2000, the Company's cash position
increased by approximately $548,000. Its operating activities used approximately
$2,859,000 of cash. This was used to increase inventories by approximately
$5,309,000 which were funded mainly by the Company's net income of approximately
$1,083,000, (adjusted for approximately $1,044,000 of non-cash charges) increase
in customer deposits of approximately $837,000 and an increase in other
short-term obligations of approximately $924,000. The Company's investing
activities utilized cash of approximately $161,000 of which approximately,
$91,000 was expended on property and equipment and approximately $70,000 was
invested in marketable securities. The Company's financing activities provided
approximately $3,568,000 of cash principally from the proceeds of its mortgages
and notes payable. The Company's principal source of financing has historically
been provided from its construction financing which is based on the value of the
underlying projects. In addition, in 2000, the Company received capital
contributions of approximately $431,000.


ITEM 7. FINANCIAL STATEMENTS.

     The Company's consolidated financial statements and the report of Alex
Chaplan & Associates, independent auditors, with respect thereto, referred to in
the Index to Financial Statements, appear elsewhere in this Form 10-KSB/A.



                                       10

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     Prior to March 1, 2001, the Company's financial statements were audited by
Alex N. Chaplan and Associates, CPA. On March 1, 2001 the Company engaged J.H.
Cohn LLP as its independent public accountants. The Company did not consult with
any other accounting firm regarding the application of accounting principles to
a specified transaction, either contemplated or proposed, or the type of opinion
that might be rendered regarding the Company's financial statements, nor did the
Company consult with J.H. Cohn LLP with respect to any accounting disagreement
or any reportable event, at any time prior to the appointment of such firm.

     Reports issued by Alex N. Chaplan and Associates, CPA on the financial
statements of the Company did not contain any adverse opinion or disclaimer of
opinion and were not qualified as to audit scope or accounting principles, nor
were there any material disagreements with the former accountant on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

     At the Company's request, Alex N. Chaplan and Associates, CPA has furnished
the Company with a letter addressed to the Securities and Exchange Commission
stating that such firm agrees with the foregoing statements.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY ARE AS FOLLOWS:

Ronald Mustari            58           Director, President and Chief
                                       Executive Officer

Joanne Mustari            53           Treasurer and Chief Financial
                                       Officer

Gerald H. Gould           75           Director

Robert E. Messick, Esq.   48           Director

Ronald and Joanne Mustari are husband and wife and may be considered as control
persons of the Company. The Company has not entered into any employment
agreements with any of its executive officers.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

   RONALD MUSTARI began his career in the construction industry in 1962 as a
construction administrator for Liberty Builders, a large home remodeling
contractor located in the Chicago, Illinois area. At the time of his departure
from such company in 1968, Mr. Mustari held the position of General Manager of
Liberty Builders. In 1968 Mr. Mustari formed his own company, Trend Homes, a
home builder constructing medium priced residential dwelling units in Elmhurst,
Villa Park and Lombard, Illinois. Mr. Mustari sold Trend Homes in 1972 and
relocated to South Carolina where he formed Colonial Builders which engaged in
the construction of new residential dwelling units suitable for low income
families who receive financial aid in the purchase of residences from the United
States government. Colonial Homes constructed over 1,000 residential dwelling
units under these government programs. In 1976 Mr. Mustari returned to Chicago,
Illinois where he formed Trend Properties, which specialized in the conversion
of apartment buildings to condominium form, as well as the renovation of older
residential properties. Since moving to Florida in 1985, Mr. Mustari has been
active as the Chief Executive Officer or Managing Partner of the Company's
predecessors.



                                       11


<PAGE>

     JOANNE MUSTARI is the wife of Ronald Mustari and is active in the Company's
business. She has served as an officer of Whitehall since its inception. Prior
to joining Whitehall, Mrs. Mustari was an internal auditor with IBM corporation
for 18 years.

     GERALD H. GOULD resides in South Miami, Florida and has engaged in real
estate development and related activities for approximately 40 years. Since 1977
to the present time, Mr. Gould has served as President of Gerald H. Gould and
Associates, a real estate consulting firm and real estate broker. During the
period 1971 to 1976, Mr. Gould served as President of W-G Development
Corporation, a real estate development firm based in Tampa, Florida. During the
period 1954 to 1972, Mr. Gould was associated with Lehigh Development
Corporation, a firm engaged in development activities on the West Coast of
Florida (St. Petersburg and Sarasota, Florida). During the period 1954 to 1971,
Mr. Gould served as President of Lehigh Development Corporation and during the
period 1971 to 1972, as Chairman of the Board of Directors of such enterprise.

     ROBERT E. MESSICK, ESQ. is a practicing attorney in Sarasota, Florida and
is presently a senior partner and shareholder of Icard Merrill Cullis Timm Furen
& Ginsburg, P.A. Mr. Messick has been associated with such firm since October
1980. Mr. Messick's practice emphasis is real estate law, banking and commercial
transactional law, as well as a specialized litigation practice in creditor
bankruptcy rights as they relate to real estate interests. Mr. Messick holds a
Bachelor of Arts degree (with honors) awarded in 1975 and a Juris Doctor degree
(with honors) from the College of Law, University of Florida.

KEY EMPLOYEES OF THE COMPANY

     JOSEPH PUFTA, age 45, has been employed by the Company for approximately
six years and presently serves as General Superintendent for all new home
construction. Mr. Pufta supervises eight persons relating to the home
construction and development activities of the Company. Prior to joining the
Company, Mr. Pufta served approximately eight years as the Project Manager for
one of the largest commercial construction companies in the United States on
various construction projects in Georgia, South Carolina and Florida. Mr. Pufta
also has approximately five years experience as a custom home builder and as a
framing contractor.

     DANIEL LUCAS, age 40, has been employed by the Company for approximately
six years as a new home sales representative, project sales manager and
currently as Director of New Home Sales. In his present capacity, Mr. Lucas is
responsible for sales, marketing, planning and marketing and sales budgeting for
all of the Company's developments and in such capacity hires, trains and
supervises the sales staff utilized by the Company in its various developments.
Mr. Lucas also provides recommendations to the Company with respect to
residential unit redesign (with a view to enhancing buyer acceptance) and is
responsible for new home quality control as well as the sponsorship of homeowner
association matters.

CONSULTING AGREEMENTS

     The Company and Andrews & Associates, Inc. ("Andrews") entered into a
consulting agreement dated February 15, 1999 pursuant to which Andrews receives
a consulting fee of $115,000 per annum. As additional compensation for assisting
in the combination of Whitehall, Andrews received 1,000,000 shares of the
Company's Common Stock. Such shares were valued at the fair value of the
combined company. The consulting agreement is for a five year term commencing on
or about June 24, 1999, and may be renewed, at the option of Andrews, for an
additional three years. The Company has agreed, if requested by Andrews at any
time during the term of the consulting agreement, to employ J.S. Andrews (the
father of Messrs. Patrick, Gregory and Jerome Andrews who are officers,
directors and principal shareholders of Andrews) as executive vice president of
the Company pursuant to an employment agreement under which Mr. Andrews would
receive an annual salary of $115,000, a $500 monthly automobile allowance and
the right to participate in the Company's health and employee benefit plans. The
employment agreement, if entered into, would be for a term coterminus with the
remaining term of the consulting agreement and the consulting agreement would
thereupon terminate. Andrews presently provides consulting services to the
Company in the areas of sales and marketing, land acquisition, land development
and finance. See "Certain Relationships and Related Transactions."



                                       12


<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent beneficial owners are required
by SEC regulation to furnish the Company with copies of all Section 16(a)
reports they file.

        Based solely upon review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that there was compliance for the fiscal year ended March 31,
2000 with all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than 10% beneficial owners.

ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

     The following table sets forth certain summary information regarding
compensation paid to the Company's President and Chief Executive Officer during
the fiscal years ended March 31, 1999 and 2000. Except as listed in the table
below, no executive officer received total annual salary and bonus in excess of
$100,000. No officer listed in the table below has been awarded any stock
options, stock appreciation rights or other long term or incentive compensation.

<TABLE>
<CAPTION>
                                               ANNUAL COMPENSATION
                               ---------------------------------------------------
<S>                            <C>             <C>          <C>            <C>
Name                                                                       Other
And                                                                        Annual
Principal                                                                  Compen-
Position                       Fiscal Year      Salary         Bonus       sation
--------------------------     -----------     --------     -----------    -------
Ronald Mustari, President         2000         $110,769         -0-          -0-
and Chief Executive Officer       1999         $100,000         -0-          -0-
</TABLE>

DIRECTOR COMPENSATION

     The Company does not currently compensate its directors.

EMPLOYEE STOCK BONUS PLAN

     The Company adopted an employee stock bonus plan effective June 14, 2000
pursuant to which each of the Company's employees will receive up to a total of
2,500 shares as a bonus upon completion of 24 months of service with the
Company.

ITEM 11. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     As of March 31, 2000, there were 8,946,000 shares of the Company's Common
Stock outstanding. The following table sets forth certain information with
respect to beneficial ownership of the Company's outstanding Common Stock as of
March 31, 2000 by (i) each person or group known by the Company to be the
beneficial owner of more than 5% of the Common Stock, (ii) each executive
officer and director of the Company, and (iii) all executive officers and
directors of the Company as a group.


                                       13


<PAGE>


<TABLE>
<CAPTION>
                                    NUMBER OF
                                     SHARES            PERCENTAGE
NAME AND ADDRESS                  BENEFICIALLY             OF
OF BENEFICIAL OWNER                  OWNED               CLASS
-------------------               ------------         ----------
<S>                               <C>                  <C>
Ronald and Joanne Mustari            4,606,268           51.51%
467 Walls Way
Osprey, FL  38229

Andrews and Associates, Inc.         1,125,000(1)        12.58%

All executive officers and           4,606,268           51.51%
directors as a group (4
persons)
</TABLE>


---------------

     (1) Includes 250,000 shares held by each of Patrick J. Andrews,
Gregory M. Andrews and Jerome S. Andrews, Jr. (a total of 750,000 shares) who
are brothers and who are officers, directors and principal shareholders of
Andrews and Associates, Inc.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On February 15, 1999, Ronald Mustari entered into a consulting agreement
with Andrews & Associates, Inc. ("Andrews"), a residential real estate
development consulting firm, pursuant to which, among other things, Andrews
agreed to obtain voting control of the Company in order to facilitate a
subsequent business combination with Whitehall. Andrews agreed that upon
consummation of the business combination, Andrews would transfer to Mr. Mustari
or Whitehall 50% of the shares of the Company's Common Stock acquired by Andrews
from certain shareholders of the Company, and Mr. Mustari agreed to cause
Whitehall to become obligated to pay 50% of the $75,000 promissory note of
Andrews delivered as payment for a portion of the shares purchased from such
selling shareholders. The consulting agreement further provided that upon
consummation of such business combination, the Company would engage Andrews to
perform consulting services pursuant to a five year consulting agreement, the
terms of which are described below. In an addendum to the consulting agreement
dated June 30, 1999, the Company agreed to be bound by the terms of the
consulting agreement with Andrews described below, and also agreed to issue
1,000,000 shares of Common Stock to Andrews as payment for assisting in the
combination of Whitehall. Gregory M. Andrews, an officer, director and principal
shareholder of Andrews, served as a director and vice president, treasurer and
secretary of the Company from May 21, 1999 through the date of consummation of
the acquisition of Whitehall.

     Prior to the Company's acquisition of Whitehall, Andrews entered into an
agreement dated February 18, 1999 with several of the Company's shareholders
(the "Andrews Stock Purchase Agreement") pursuant to which Andrews agreed to
purchase a total of 763,333 shares of the Company's Common Stock (approximately
32% of the outstanding shares) for $100,000, payable $25,000 in cash and $75,000
in promissory notes, and the selling shareholders agreed to sell such shares and
to deliver proxies to Andrews to vote a majority of the Company's outstanding
shares. Upon consummation of the Andrews Stock Purchase Agreement on or about
May 1, 1999, 190,833 of the shares were transferred to Andrews and stock
certificates registered in the names of the selling shareholders for 572,500
shares were deposited into an escrow account and held pursuant to the terms of
an escrow agreement. The escrow agreement provided that as monthly installment
payments on the promissory notes were received by the escrow agent, a pro rata
portion of the escrowed shares would be released and transferred to Andrews. The
selling shareholders granted proxies to Andrews to vote the escrowed shares and
delivered proxies to vote a sufficient number of additional shares owned by
other shareholders so that Andrews obtained voting rights to a majority of the
Company's outstanding shares. Gregory M. Andrews, an officer, director and
principal shareholder of Andrews, was also serving as a director and vice
president, treasurer and secretary of the Company at the time of the
transaction. As of December 31, 2000, a total of 190,833 of the escrowed shares
had been released and transferred to Andrews or its assignees, and the remaining
escrowed shares had been released and returned to the selling shareholders as a
result of an alleged default under the promissory notes delivered as payment for
the escrowed shares.



                                       14


<PAGE>


     On or about June 17, 1999, Whitehall, of which Ronald and Joanne Mustari
were the sole shareholders, consummated an agreement with nine affiliated
companies (collectively " Whitehall Homes") wholly owned by Mr. and Mrs. Mustari
(the "Asset Purchase Agreement"), pursuant to which Whitehall purchased all of
the assets of Whitehall Homes in exchange for a promissory note in the amount of
$2,500,000 which was payable to Whitehall Homes and subsequently assigned to Mr.
and Mrs. Mustari. This promissory note was subsequently assumed by the Company
in accordance with the terms of the agreement pursuant to which Whitehall was
acquired by the Company. Thereafter, as a result of a purchase price adjustment
relating to the underlying value ($1,180,804) of an affiliated company which was
ultimately excluded from the transaction, the Mustaris agreed to replace the
original $2,500,000 promissory note with a new promissory note in the principal
amount of $1,319,196 which bears interest at the rate of 7% per annum and is due
and payable on June 30, 2006.

     On or about June 24, 1999, the Company consummated an agreement with
Whitehall and its sole shareholders, Ronald and Joanne Mustari, dated June 17,
1999 (the "Exchange Agreement") pursuant to which the Company acquired all of
the outstanding stock of Whitehall from Mr. and Mrs. Mustari in exchange for
4,608,268 shares of the Company's Common Stock constituting approximately 52% of
the Company's then outstanding Common Stock. In connection with the transaction,
Mr. Mustari was elected as President, Chief Executive Officer and a member of
the Board of Directors of the Company, and Mrs. Mustari was elected as Treasurer
and Chief Financial Officer of the Company. In addition, the Company assumed the
$2,500,000 (subsequently adjusted to $1,319,916) promissory note of Whitehall
payable to Mr. And Mrs. Mustari.


     The Company entered into a consulting agreement dated June 16, 1999 with
Robert Ground, Charles Broun and Seymour Cassel pursuant to which the Company
agreed to issue to Messrs. Ground, Broun and Cassel, 100,000 shares, 100,000
shares and 150,000 shares of the Company's Common Stock, respectively, as
payment of fees for consulting services rendered. In addition, the Company
agreed to pay each of such consultants a consulting fee at the rate of $26,000
per year, and to reimburse them for travel and telephone expenses. The agreement
was for an initial term of seven months commencing June 1, 1999, and was
terminated on March 1, 2000. Robert Ground was a director of the Company at the
time the Company entered into the consulting agreement and issued the shares.

     On or about June 25, 1999, the Company issued a total of 500,165 shares of
Common Stock to Gina Golich, Donna Hill, J.R. Mustari and Joanne Marsell who are
the adult children and the grandchildren of Mr. and Mrs. Mustari. These shares
were issued at the request and direction of Mr. and Mrs. Mustari for services
rendered by them to the Company and/or as additional consideration for the
transfer of their shares of Whitehall to the Company pursuant to the Exchange
Agreement.

     The Company engaged LSC Associates LLC ("Loan Star") to provide certain
business consulting services pursuant to an agreement dated February 9, 2000, as
amended. Under this agreement, which was terminated and replaced with a new
consulting agreement dated June 20, 2001, the Company agreed to issue 178,920
shares of its common stock and pay an advisory fee starting at $500 per month
and increasing to $1,500 per month to Loan Star as compensation for its
services. Under the new agreement, the Company has agreed to pay Loan Star an
advisory fee of $225 per hour for services which include advice with respect to
mergers, acquisitions, corporate finance, joint ventures and other corporate
matters. The Company has also agreed to reimburse Loan Star for all of its
normal and reasonable out of pocket expenses previously approved by the Company.
If the Company enters into a real estate joint venture transaction with any
party introduced by Loan Star, Loan Star is entitled, under the new agreement,
to receive, as a finders fee, cash in an amount equal to 5% of the total gross
equity proceeds or value of the transaction, and 178,920 shares of the Company's
Common Stock. The Company has also granted Loan Star the right to include these
shares in any registration statement subsequently filed by the Company with the
SEC to register shares for the Company's account or for the account of other
shareholders.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

         (a)   Financial Statements. The following documents are filed as part
               of this report:

         Report of Alex Chaplan & Associates, Independent Accountants

               Consolidated Balance Sheets as of March 31, 1999 and 2000

               Consolidated Statements of Operations for the years ended
               March 31, 1999 and 2000




                                       15


<PAGE>

               Consolidated Statements of Shareholder's Equity (Deficit) for
               the years ended March 31, 1999 and 2000

               Consolidated Statements of Cash Flow for the years ended
               March 31, 1999 and 2000

               Notes to Consolidated Financial Statements

         (b)   Reports of Form 8-K:

               No reports on Form 8-K were filed by the Registrant.

         (c)   Exhibits:

<TABLE>
<CAPTION>
               EXHIBIT
               NUMBER        DESCRIPTION OF EXHIBIT
               ------        ----------------------
               <S>           <C>
               3.1           Certificate of Incorporation of the Registrant*

               3.2           Bylaws of the Registrant*

               10.1          Consulting Agreement between the Registrant and Andrews &
                             Associates, Inc. dated January 15, 1999 and First Addendum
                             thereto dated June 30, 1999*

               10.2          Agreement Providing for the Exchange of Capital Stock by and
                             between Cambridge Universal Corporation, the holders of all of
                             the outstanding voting Common Stock of Whitehall Homes II, Inc.
                             and Whitehall Homes II, Inc. dated as of June 17, 1999 (without
                             Schedules or Exhibits) with First Addendum thereto*

               10.3          Consulting Agreement between the Registrant and LSC Associates
                             LLC dated June 20, 2001*

               16.1          Letter from Alex N. Chaplan and Associates dated April 23, 2001*

               21.1          Subsidiaries of the Registrant*
</TABLE>

---------------
* Incorporated by reference to Registrant's Form 10-SB, as amended.






                                       16


<PAGE>

                                   SIGNATURES



     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized on December 11, 2001.


                                       WHITEHALL LIMITED, INC.


                                       By: /s/ RONALD MUSTARI
                                           -------------------------------------
                                           Ronald Mustari
                                           President and Chief Executive Officer

   In accordance with Section 13 or 15(d) of the Exchange Act, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>

Signature                      Title                                      Date
---------                      -----                                      ----
<S>                            <C>                                        <C>

/s/ RONALD MUSTARI             President, Chief Executive Officer         December 11, 2001
-------------------------      and Director
Ronald Mustari

/s/ JOANNE MUSTARI             Treasurer and Chief Financial Officer      December 11, 2001
-------------------------
Joanne Mustari

/s/ GERALD H. GOULD            Director                                   December 11, 2001
-------------------------
Gerald H. Gould

/s/ ROBERT E. MESSICK          Director                                   December 11, 2001
-------------------------
Robert E. Messick

</TABLE>




                                       17

<PAGE>

To the Board of Directors and Stockholders
Whitehall Limited, Inc. and Subsidiaries
FKA Cambridge Universal Corporation


In our opinion, the accompanying comparative consolidated balance sheets and the
related comparative consolidated statements of income and of cash flows present
fairly, in all material respects, the financial position of Whitehall Limited,
Inc. and Subsidiaries at March 31, 1999 and 2000, and the results of their
operations and their cash flows for each of the two year periods, in conformity
with generally accepted accounting principles.

These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.




Alex Chaplan & Associates
Calabasas, CA  91302

November 22, 2000




                                      F-1
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                          AS OF MARCH 31, 1999 AND 2000

                                     ASSETS
<TABLE>
<CAPTION>
                                                                     March 31,
                                                            -------------------------
ASSETS                                                          1999            2000
                                                            ----------      ----------
<S>                                                         <C>             <C>
        Cash and cash equivalents in Banks                  $  126,794      $  675,299
        Due from affiliated companies                                0         145,546
        Advances to Stockholders                                13,876         294,057
        Due from Others                                            362               0
        Investments - Securities (at market value)                   0          69,850
                                                            ----------      ----------

                  TOTAL CURRENT ASSETS                         141,032       1,184,752
                                                            ----------      ----------

CONSTRUCTION COSTS IN PROGRESS
        Land and development costs                                   0       1,620,497
        Homes under construction and furnished models          821,529       4,509,939
                                                            ----------      ----------

                  TOTAL CONSTRUCTION COSTS IN PROGRESS         821,529       6,130,436
                                                            ----------      ----------

PROPERTY AND EQUIPMENT, NET                                    390,472       1,768,948
                                                            ----------      ----------

OTHER ASSETS                                                         0         257,706
                                                            ----------      ----------

                  TOTAL ASSETS                              $1,353,033      $9,341,842
                                                            ==========      ==========
</TABLE>






          See accompanying notes to consolidated financial statements.



                                      F-2
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                          AS OF MARCH 31, 1999 AND 2000

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)




<TABLE>
<CAPTION>
                                                                                           March 31,
                                                                                -----------------------------
                                                                                    1999              2000
                                                                                -----------       -----------
LIABILITIES
<S>                                                                             <C>               <C>
        Notes payable to banks                                                  $         0       $   372,100
        Current portion of long term debt                                            99,943            91,848
        Accounts payable and accrued liabilities                                    196,802         1,120,868
        Notes payable                                                                     0           294,000
        Construction loans payable                                                  336,287         3,072,931
        Due to affiliated companies                                                   1,746                 0
        Customers' deposits                                                         406,948         1,244,207
        Income taxes payable-current                                                      0             9,700
                                                                                -----------       -----------

                  TOTAL CURRENT LIABILITIES                                       1,041,726         6,205,654

        Deferred income taxes                                                             0           210,236
        Note payable-related party                                                        0         1,319,196
        Note payable-long term debt                                                 354,480           378,080
                                                                                -----------       -----------

                  TOTAL LIABILITIES                                               1,396,206         8,113,166
                                                                                -----------       -----------

STOCKHOLDERS' EQUITY (DEFICIT)
        Preferred stock; $.10 par value authorized, 100,000,000 shares
           issued shares - none                                                           0                 0
        Common stock; $.10 par value authorized, 500,000,000 shares issued
           and outstanding 8,946,000 shares in 2000 and 6,579,333 in 1999           657,933           894,600
        Paid in capital                                                            (284,992)          711,493
        Accumulated Deficit                                                        (416,114)         (377,417)
                                                                                -----------       -----------

                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                              (43,173)        1,228,676
                                                                                -----------       -----------

                  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $ 1,353,033       $ 9,341,842
                                                                                ===========       ===========
</TABLE>





          See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE FISCAL YEARS ENDED MARCH 31, 1999 AND 2000


<TABLE>
<CAPTION>
                                                                                March 31,
                                                                     ------------------------------
                                                                         1999              2000
                                                                     ------------      ------------
<S>                                                                  <C>               <C>
REVENUES
         Sales of homes and lots                                     $  2,098,573      $  8,511,356
         Management fees                                                  317,043             7,600
         Real estate commissions                                          119,474            13,654
         Other                                                            190,926           240,627
                                                                     ------------      ------------

                      TOTAL REVENUES                                    2,726,016         8,773,237
                                                                     ------------      ------------

COSTS AND EXPENSES
         Costs of homes and lots                                        1,443,920         6,133,793
         Selling and general and administration                         1,024,719         2,118,696
         Interest Expense                                                  52,981           199,520
         Other                                                                  0           272,831
                                                                     ------------      ------------

                      TOTAL COSTS AND EXPENSES                          2,521,620         8,724,840
                                                                     ------------      ------------

                      INCOME BEFORE INCOME TAXES                          204,396            48,397

INCOME TAXES-CURRENT                                                            0             9,700
                                                                     ------------      ------------

                      NET  INCOME                                    $    204,396      $     38,697
                                                                     ============      ============

                      BASIC NET INCOME PER COMMON SHARE:             $      0.031      $       .005
                                                                     ============      ============

                      BASIC WEIGHTED AVERAGE SHARES OUTSTANDING      $  6,579,333      $  8,452,944
                                                                     ============      ============
</TABLE>



          See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE FISCAL YEARS ENDED MARCH 31, 1999 AND 2000



<TABLE>
<CAPTION>
                                                      Common Stock
                                                --------------------------                       Retained
                                                Number of        Par Value       Paid in         Earnings
                                                  Shares          Amount         Capital         (Deficit)          Total
                                                ----------      ----------      ----------       ----------       ----------
<S>                                             <C>             <C>             <C>              <C>              <C>
Balance-April 1, 1998                            5,108,433      $  510,843      $ (229,590)      $ (366,392)      $  (85,139)
Stockholders' Capital Contribution                                                  91,688                            91,688
Profit distribution to Stockholders under
    Sub-Chapter S of the internal Revenue
    Code                                                                                           (254,118)        (254,118)

Net income for the fiscal year ended
    March 31, 1999                                                                                  204,396          204,396
                                                ----------      ----------      ----------       ----------       ----------

Balance-March 31, 1999                           5,108,433         510,843        (137,902)        (416,114)         (43,173)

Capital contribution to effect purchase
    of minority Shareholders interest
    for cash in four Corporations on April
    29, 1999                                                                       431,151                           431,151
Common stock issued in reverse acquisition       3,837,567         383,757         345,381                           729,138
Forgiveness of shareholders' interest                                               72,863                            72,863
Net Income for the fiscal year ended
    March 31, 2000                                                                                   38,697           38,697
                                                ----------      ----------      ----------       ----------       ----------

Balance-March 31, 2000                           8,946,000      $  894,600      $  711,493       $ (377,417)      $1,228,676
                                                ==========      ==========      ==========       ==========       ==========
</TABLE>



           See accompanying notes to consolidated financial statements



                                      F-5
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE FISCAL YEARS ENDED MARCH 31, 1999 AND 2000


<TABLE>
<CAPTION>
                                                                                              March 31,
                                                                                   -----------------------------
                                                                                       1999              2000
                                                                                   -----------       -----------
<S>                                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income                                                                $   204,396       $    38,697
         Adjustments to reconcile net income to net
            cash provided (used) by operating activities:
                      Depreciation                                                      27,960            31,618
                      Shareholders' forgiveness of interest                                  0            72,863
                      Common stock issued in reverse acquisition                             0           729,138
                      Income taxes-deferred                                                  0           210,236
         Changes in assets and liabilities:
                      Land and development costs                                             0        (1,620,497)
                      Homes under construction and furnished models                   (318,331)       (3,688,410)
                      Customer deposits                                                 71,545           837,259
                      Accounts payable and accrued liabilities                          83,860           924,066
                      Income taxes-current                                                   0             9,700
                      Other assets                                                        (145)         (257,706)
                      Due from/to affiliates                                            81,727          (145,546)
                                                                                   -----------       -----------
                                  NET CASH PROVIDED (USED) BY
                                     OPERATING ACTIVITIES                              151,012        (2,858,582)
                                                                                   -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Property and equipment                                                        (12,718)          (90,898)
         Investment in securities                                                            0           (69,850)
                                                                                   -----------       -----------
                                  NET CASH FLOWS USED IN INVESTING ACTIVITIES          (12,718)         (160,748)
                                                                                   -----------       -----------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
         Loans and other                                                               (13,112)         (281,565)
         Stockholders capital contribution                                              91,688           431,151
         Construction loans                                                            162,213         2,736,644
         Notes payable                                                                 (90,148)          681,605
         Distribution to stockholders under SubChapter "S"                            (254,118)                0
                                                                                   -----------       -----------

                                  NET CASH FLOWS PROVIDED (USED) BY
                                       FINANCING ACTIVITIES                           (103,477)        3,567,835
                                                                                   -----------       -----------
                                  NET CASH AND CASH EQUIVALENTS  INCREASE          $    34,817       $   548,505
                                  NET CASH AND CASH EQUIVALENTS-
                                      BEGINNING OF PERIOD                               91,977           126,794
                                                                                   -----------       -----------
                                  NET CASH AND CASH EQUIVALENTS -
                                      END OF PERIOD                                $   126,794       $   675,299
                                                                                   ===========       ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
         Interest paid, net of amounts capitalized                                 $    52,981       $   199,520
                                                                                   ===========       ===========
         Income taxes paid                                                         $         0       $         0
                                                                                   ===========       ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
         During 2000, the Company acquired property and equipment, in
         part, with stockholder loans of $1,319,196 and $36,875 of
         long-term debt
</TABLE>


          See accompanying notes to consolidated financial statements.



                                      F-6
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                     AS OF MARCH 31, 1999 AND MARCH 31, 2000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:

NOTE 1 -- NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF
          SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations:

        Whitehall Homes, Inc. and Affiliated Companies were originally formed in
1985 to develop land and construct single family and/or multi family housing.
All project costs are recorded on a specific job basis. All properties are
carried at the lower of carrying amount or fair value less cost to sell. Project
costs on real estate projects may be direct or indirect. Direct costs that are
related to the acquisition development, and construction of a real estate
project are capitalized as project costs. Indirect costs on real estate projects
that can be identified clearly to specific projects under development or
construction are capitalized as project costs, or allocated to several real
estate projects under development or construction on a reasonable basis.
Indirect cost on real estate projects, not under development or construction,
are expensed as incurred, including general and administrative expenses.

        The Company recognizes revenue from the sale of its real estate
properties, after obtaining sufficient down payment and/or financing, has been
arranged by the buyer. Upon transfer of title to the buyer, no further
significant activities are required from the Company.

Basis of Presentation:


        On June 17, 1999, Whitehall Limited, Inc. acquired all of the
outstanding shares of Whitehall II, Inc. in exchange for 5,108,433 shares of its
common stock. The transaction has been accounted for as a reverse merger
involving a shell company (Whitehall Limited, Inc.), effectively a
re-capitalization of Whitehall Homes II, Inc. (the operating company/accounting
acquirer). Accordingly, the historical financial statements of Whitehall Homes
II, Inc. are presented as the historical financial statements of the registrant.
The results of operations of Whitehall Limited, Inc. (legal acquirer/shell) are
included in the consolidated financial statements since the date of the merger.



        On April 29, 1999, the Company acquired, using the purchase method, the
50 percent of four companies that it previously did not own (Whitehall Homes at
Avalon, Inc.; Bermuda Development Corp.; Whitehall Associates, Inc.; and
Whitehall at Maple Hammock, Inc.) in exchange for $431,151, which was provided
to the Company as a capital contribution by the majority shareholders. As a
result, in April 1999, the Company began consolidating these entities, which
were previously accounted for using the equity method. The excess purchase price
over the historical stockholders' deficiencies of the activities was allocated
to land and development costs.


Principles of Consolidation:

        The Consolidated Financial Statements include the accounts of Whitehall
Limited, Inc. and its' direct and indirect wholly owned subsidiaries. All
significant inter-company accounts have been eliminated in consolidation.

Equity-Method Investments:

        In 1999, major stockholders owned 50 percent interest in four companies
(Whitehall Homes at Avalon, Inc.; Bermuda Development Corp.; Whitehall
Associates, Inc.; and Whitehall at Maple Hammock, Inc.) . Through April 29, 1999
(see basis of presentation), the Company accounted for these investments using
the equity method in its combined financial statements.


                                      F-7
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                     AS OF MARCH 31, 1999 AND MARCH 31, 2000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment:

        Property and Equipment is depreciated over the estimated useful lives of
the assets using the straight-line method. Expenditures for maintenance,
repairs, renewals and betterments, which do not materially prolong useful lives
of the assets, are charged to income as incurred. The cost of property retired
or sold and the related accumulated depreciation is removed from the accounts
and any gain or loss from sales is recorded as income.

Use of Estimates:

        The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions. Actual results could differ from these estimates.

Cash and Cash Equivalents:

        Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents.
The Company considers all highly liquid investments purchased with, a maturity
of three months or less, to be cash equivalents. The Company maintains its cash
and cash equivalents in bank and other accounts, the balances of which, at
times, may exceed Federally insured limits. At March 31, 2000, such cash and
cash equivalent balances exceeded Federally insured limits by approximately
$320,000. Exposure to credit risk is reduced by placing such deposits with high
credit quality financial institutions.

Earnings Per Share:

        The Company has presented "basic" earnings per share in the accompanying
statements of income in accordance with the provisions of Statement of Financial
Accounting Standards No. 128, Earnings per Share ("SFAS 128"). SFAS 128 also
requires the presentation of "diluted" earnings per share if the amount differs
from basic earnings per share. Basic earnings per share is calculated by
dividing net income by the weighted average number of common shares outstanding
during each period. The calculation of diluted earnings per share is similar to
that of basic earnings per share, except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if all potentially dilutive common shares, such as those issuable upon the
exercise of stock options and warrants, were issued during the period. For the
years ended March 31, 2000 and 1999. Diluted earnings per share have not been
presented because there were no additional shares derived from the assumed
conversion of the note payable-stockholder at fair value and the application of
the treasury stock method.

Consulting Agreements:

        On February 15, 1999, Ronald Mustari entered into a consulting agreement
with Andrews & Associates, Inc. ("Andrews"), a residential real estate
development consulting firm, pursuant to which, among other things, Andrews
agreed to obtain voting control of the Company in order to facilitate a
subsequent business combination with Whitehall. Andrews agreed that upon
consummation of the business combination, Andrews would transfer to Mr. Mustari
or Whitehall 50% of the shares of the Company's Common Stock acquired by Andrews
from certain shareholders of the Company, and Mr. Mustari agreed to cause
Whitehall to become obligated to pay 50% of the $75,000 promissory note of
Andrews delivered as payment for a portion of the shares purchased from such
selling shareholders. The consulting agreement further provided that upon
consummation of such business combination, the Company would engage Andrews to
perform consulting services pursuant to a five year consulting agreement, the
terms of which are described below. In an addendum to the consulting agreement
dated June 30, 1999, the Company agreed to be bound by the terms of the
consulting agreement with Andrews described below; and also agreed to issue
1,000,000 shares of Common Stock to Andrews as payment in assisting in the
combination of Whitehall.


                                      F-8
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                     AS OF MARCH 31, 1999 AND MARCH 31, 2000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Gregory M. Andrews, an officer, director and principal shareholder of Andrews,
served as a director and vice president, treasurer and secretary of the Company
from May 21, 1999 through the date of consummation of the acquisition of
Whitehall.

        Prior to the Company's acquisition of Whitehall, Andrews entered into an
agreement dated February 18, 1999 with several of the Company's shareholders
(the "Andrews Stock Purchase Agreement") pursuant to which Andrews agreed to
purchase a total of 763,333 shares of the Company's Common Stock (approximately
32% of the outstanding shares) for $100,000, payable $25,000 in cash and $75,000
in promissory notes, and the selling shareholders agreed to sell such shares and
to deliver proxies to Andrews to vote a majority of the Company's outstanding
shares. Upon consummation of the Andrews Stock Purchase Agreement on or about
May 1, 1999, 190,833 of the shares were transferred to Andrews and stock
certificates registered in the names of the selling shareholders for 572,500
shares were deposited into an escrow account and held pursuant to the terms of
an escrow agreement. The escrow agreement provided that as monthly installment
payments on the promissory notes were received by the escrow agent, a pro rata
portion of the escrowed shares would be released and transferred to Andrews. The
selling shareholders granted proxies to Andrews to vote the escrowed shares and
delivered proxies to vote a sufficient number of additional shares owned by
other shareholders so that Andrews obtained voting rights to a majority of the
Company's outstanding shares. Gregory M. Andrews, an officer, directory and
principal shareholder of Andrews, was also serving as a director and vice
president, treasurer and secretary of the Company at the time of the
transaction.

        The Company entered into a consulting agreement dated June 16, 1999 with
Robert Ground, Charles Broun and Seymour Cassel pursuant to which the Company
agreed to issue to Messrs. Ground, Broun and Cassel, 100,000 shares, 100,000
shares and 150,000 shares of the Company's Common Stock, respectively, as
payment of fees for consulting services rendered. In addition, the Company
agreed to pay each of such consultants a consulting fee at the rate of $26,000
per year, and to reimburse them for travel and telephone expenses. The agreement
was for an initial term of seven months commencing June 1, 1999, and was
terminated on March 1, 2000. Robert Ground was a director of the Company at the
time the Company entered into the consulting agreement and issued the shares.

        The Company engaged LSC Associates LLC ("Loan Star"), to provide certain
business consulting services pursuant to an agreement dated February 9, 2000, as
amended, which commences on October 1, 2000. Loan Star's services include
providing advice with respect to mergers, acquisitions, joint ventures, debt or
equity financing, restructuring and other corporate matters. As compensation for
these and other services, the Company agreed to issue to Loan Star a total of
536,760 shares of Common Stock which, when issued, will constitute 6% of the
Company's total outstanding Common Stock as of September 30, 2000. 178,920 of
the shares are to be issued upon commencement of the agreement and the balance
are to be issued at such time as the Company has received investment capital or
other consideration of up to $10,000,000. Loan Star is also entitled to receive
such additional number of shares as may be necessary in order to enable Loan
Star to maintain its percentage interest in the Company at such time or times as
such investment capital or other consideration is received. The Company also
agreed to grant Loan Star rights to include the shares in any registration
statement subsequently filed by the Company with the SEC to register shares for
the Company's account or for the account of other shareholders. In addition to
the shares, the Company agreed to pay Loan Star a monthly advisory fee which
starts at $1,500 and increases at the rate of $500 per month during the first
six months of the term of the agreement. Loan Star is also entitled to
reimbursement for all of its normal and reasonable out-of-pocket expenses
previously approved by the Company. If the Company enters into a transaction
with any party introduced by Loan Star to the Company, Loan Star is entitled to
a finder's fee equal to 5% of the value of such transaction. The Company also
agreed to use its best efforts to elect a person designated by Loan Star to the
Company's Board of Directors at such time as Loan star owns 6% of the Company's
outstanding Common Stock.


Comprehensive income:

        The Company has adopted Statement of Financial Standards No. 130,
Reporting Comprehensive Income. Comprehensive income, as defined, includes all
changes to equity except those resulting from investments by owners and
distributions to owners. The Company has no items of comprehensive income to
report.



                                      F-9
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                     AS OF MARCH 31, 1999 AND MARCH 31, 2000


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:

NOTE 2-INVESTMENTS

        The Company has invested excess working capital in short-term securities
as of March 31, 2000 in the amount of $69,850. These short-term securities are
readily convertible to known amounts of cash and market value approximates cost.

        NOTE 3 - PROPERTY AND EQUIPMENT

        Property and equipment consists of the following at March 31, 2000.


<TABLE>
<CAPTION>
<S>                                               <C>
        Land and building - Sarasota, Florida     $1,656,844
        Furniture and fixtures                         6,217
        Equipment                                     59,735
        Vehicles                                      83,275
                                                  ----------
                                                   1,806,071
        Less:  accumulated depreciation              (37,123)
                                                  ----------
                                                  $1,768,948
                                                  ==========
</TABLE>


        Depreciation expense was $31,618 and $27,960 for the years ending March
31, 2000 and 1999, respectively.


NOTE 4-ADVANCES TO STOCKHOLDERS

        Advances to stockholders of $13,876 and $294,057 at March 31, 1999 and
2000 respectively, were noninterest bearing and due on demand. Although
management does not believe that there is a practical method that can be used to
specifically determine the fair value of the advances from stockholders because
of the relationship of the Company and its stockholders, it believes that the
advances will be repaid on a short-term basis and, accordingly, the carrying
value of the advances approximately fair value as of March 31, 1999 and 2000.


                                      F-10
<PAGE>

                            WHITEHALL LIMITED, INC.
                      FKA CAMBRIDGE UNIVERSAL CORPORATION
                    AS OF MARCH 31, 1999 AND MARCH 31, 2000


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:

NOTE 5-NOTES PAYABLE AND LONG-TERM DEBT

<TABLE>
<S>                                                                           <C>
 Notes payable and long-term debt consist of the following at March 31, 2000:
        Land and land development loans-collaterized by land and
        land improvements prior to building activities:
            Bermuda Development Division-Interest @1% to 1.5%
                over prime rate                                               $    40,000
        Whitehall Homes at Avalon, Division-Interest @1% over
                prime rate                                                         32,100
            Unsecured note; Interest @1% over prime rate                          200,000
            Unsecured note; Interest @2.25% over prime rate; due
                September 2, 1999 renewed to September 2, 2001                    100,000

        Construction Loans-collaterized by specific
            homes under construction, interest at 1%
            to 1.5% over prime rate, maximum loans may
            not exceed $3,087,400 at
            March 31, 1999 and $4,442,017 at March 31, 2000                     3,072,931

        Notes Payable:
        Collaterized by mortgage on land and buildings, interest at
            1.5% over prime rate.  Payable on a 20 year schedule,
            all due and payable on February 26, 2006                              353,054
        Note payable-collaterized by computer equipment loader
            and vehicles, payable $7,654 per month as of March 31, 2000           116,874
        Note payable-collaterized by a second trust deed on lots payable
            when sold                                                             294,000
                                                                              -----------
                                                                                4,208,959
                                   Less current portion                        (3,830,879)
                                                                              -----------
                                   Long-term debt                             $   378,080
                                                                              ===========
</TABLE>


Note payable-related party:

        As of June 17, 1999, the Company became indebted to the major
        stockholders in the amount of $1,319,196, bearing interest at the rate
        of 7% per annum, all principle is due and payable on June 30, 2006. As
        of March 31, 2000, the Company has accrued interest to the related party
        in the amount of $72,863. During the year ended March 31, 2000, the
        Company forgave shareholder interest in the amount of $72,863, which was
        added to paid-in capital. Interest will accrue at 7% per annum until due
        date of 6/30/2006, at which time the entire balance of note with accrued
        interest will be due.


                                      F-11
<PAGE>

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                     AS OF MARCH 31, 1999 AND MARCH 31, 2000


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:

NOTE 5-NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)

Notes payable and long-term debt and note payable -- related party; are due in
the following years:

<TABLE>
<CAPTION>
<S>                                         <C>
                  2001                      $     3,830,879
                  2002                               25,026
                  2003                                  ---
                  2004                                  ---
                  2005                                  ---
                  Thereafter                      1,672,250
                                            ---------------
                                            $     5,528,155
                                            ===============
</TABLE>

NOTE 6- INCOME TAXES

           The former stockholders of the companies had elected to be taxed
under the provisions of Sub-Chapter "S" of the United States Internal Revenue
Code and as a result, the Company was not liable for income taxes in prior
years.

Income Tax Expense is as follows for the years ended March 31, 1999 (pro-forma)
and 2000:


<TABLE>
<CAPTION>
                                        1999            2000
                                    ----------      ----------
<S>                                 <C>             <C>
            Current:
                       Federal      $   62,241      $    6,800
                       State            12,000           2,900
                                    ----------      ----------
                                    $   74,241      $    9,700
                                    ==========      ==========
</TABLE>




The provisions for income taxes in 1999 (pro-forma) and 2000 differ from the
provision computed using the federal statutory rate of 34% as a result of the
following:




<TABLE>
<CAPTION>
                                                                     1999       2000
                                                                     ----       ----
<S>                                                                  <C>        <C>
     Expected provision at federal statutory rate                    34%         34%
     Effect of graduated tax rates                                   (4)        (19)
     Effect of state income taxes, net of federal income taxes        6           5
                                                                   ----         ---
            Effective tax rate                                       36%         20%
                                                                   ====         ===

</TABLE>


Deferred taxes relate to the differences in land and development costs for
financial reporting and income tax purposes.

NOTE 7- COMMITMENTS AND CONTINGENCY:

        Whitehall Limited, Inc. has various lines of credit with financial
institutions. The major stockholders have guaranteed certain loans and/or
assigned a life insurance policy as security.

NOTE 8 -- EQUITY -- METHOD INVESTMENTS:

As discussed in Note 1, the Company, through April 29, 1999, owned a 50 percent
interest in four real estate development companies. Summarized major
stockholders' financial information for these equity-method investments is as
follows:

<TABLE>
<CAPTION>
                                       Year ended
                                     March 31, 1999*
                                    ----------------
<S>                                 <C>
         Revenues                     $ 1,579,000
         Net Loss                     $  (227,616)
</TABLE>

*    Summarized financial information for the period April 1, 1999 to April 29,
     1999 is not significant.


                                      F-12