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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2002

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

COMMISSION FILE NUMBER 0-29027

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

|                                         |  |           
|---------------------------------------- |  | ----------
|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 [X]  No [   ]

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. [X]

State issuers revenues for its most recent fiscal year: $14,834,936 for fiscal
year ended March 31, 2002.

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: 13,308,312 shares of common
stock as of March 31, 2002.



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TABLE OF CONTENTS



|              |                                                                                                                          |  |  |  |  |  |  | 
|------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I       
|              | ITEM 1. DESCRIPTION OF BUSINESS.                                                                                        
|              | ITEM 2. DESCRIPTION OF PROPERTY.                                                                                        
|              | ITEM 3. LEGAL PROCEEDINGS.                                                                                              
|              | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                            
|PART II      
|              | ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                                       
|              | ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                          
|              | ITEM 7. FINANCIAL STATEMENTS.                                                                                           
|              | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND  FINANCIAL DISCLOSURE.                          
|PART III     
|              | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
|              | ITEM 10. EXECUTIVE COMPENSATION.                                                                                        
|              | ITEM 11. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                                                   
|              | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                                                
|              | ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.                                                        
|SIGNATURES   
|EXHIBIT INDEX
|EXHIBIT 3    
|EXHIBIT 3.4  
|EXHIBIT 10.4 
|EXHIBIT 21.1 



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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, 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.

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 1,400 to 3,500 square feet and have purchase prices ranging from
$185,000 to $550,000. 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,
2002, the Company had approximately $12,143,000 invested in land and development
costs and approximately $6,711,000 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:

|                                    |  |                |  |            |     |           |  |              |         |             |  |             |       |           |  |  |   |           |  |           |  |  |  | 
|----------------------------------- |  | -------------- |  | ---------- | --- | --------- |  | ------------ | ------- | ----------- |  | ----------- | ----- | --------- |  |  | - | --------- |  | --------- |  |  |  | 
|                                    |  |                |  |            |     |           |  |              |         |             |  |             |       |           |  |  |   | NUMBER OF |  |           |  | 
|                                    |  |                |  |            |     | NUMBER    |  | ESTIMATED    |         | NUMBER OF   |  | CONTRACTORS |       |           |  | 
|                                    |  |                |  |            |     | OF BUILD- |  | AVERAGE      |         | DWELLING    |  | IN DEVEL-   |       | ESTIMATED | 
|                                    |  |                |  |            |     | ING LOTS  |  | SELLING      |         | UNITS SOLD/ |  | OPMENT 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   |      
|                                    |  |                |  |            |     |           |  |              |         |             |  |             |      
|AVALON AT THE VILLAGES OF PALM AIRE |  | COMPLETE       |  |            | 114 |           |  | $            | 186,000 |             |  |             | 78/36 |           |  |  | 4 |           |  | 4 MONTHS 
|BERMUDA CLUB                        |  | COMPLETE       |  |            | 10  |           |  |              | 200,000 |             |  |             | 3/0   |           |  |  | 0 |           |  | 4 MONTHS 
|BALEARES
AT WATERCHASE              |  | COMPLETE       |  |            | 25  |           |  |              | 225,000 |             |  |             | 0/3   |           |  |  | 5 |           |  | 36 MONTHS
|HERON CREEK GOLF & COUNTRY CLUB     |  | COMPLETE       |  |            | 112 |           |  |              | 250,000 |             |  |             | 33/21 |           |  |  | 3 |           |  | 39 MONTHS
|LAKE JOVITA                         |  | COMPLETE       |  |            | 60  |           |  |              | 240,000 |             |  |             | 3/8   |           |  |  | 0 |           |  | 30 MONTHS
|MOORINGS LAKEWOOD                   |  | INCOMPLETE     |  |            | 132 |           |  |              | 550,000 |             |  |             | 0/0   |           |  |  | 0 |           |  | 48 MONTHS
|CALUMET RESERVE                     |  | COMPLETE       |  |            | 54  |           |  |              | 275,000 |             |  |             | 2/9   |           |  |  | 0 |           |  | 30 MONTHS

CONSTRUCTION.The Companys home designs are prepared by architects to
appeal to local tastes and preferences of the community. Optional interior and
exterior features also are offered by Whitehall to enhance the basic home
design and to promote the custom aspect of the Companys sales efforts.

Subcontractors perform most of the Companys construction work. The
Companys construction supervisors monitor the construction of each home,
participate in material design and building decisions, coordinate the
activities of subcontractors and suppliers, subject the work of subcontractors
to quality and cost controls and monitor compliance with zoning and building
codes. Subcontractors typically are retained for a specific subdivision
pursuant to a contract that obligates the subcontractor to complete
construction at a fixed price. Agreements with the Companys subcontractors
and suppliers are negotiated for each subdivision.

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Construction time for the Companys homes depend on the weather,
availability of labor, materials and supplies, and permits. The Company
typically completes the construction of a home within six months from the
issuing of permits.

The Company does not maintain significant inventories of construction
materials, except for work in process materials for homes under construction.
Typically, the construction materials used in operations are readily available
from numerous sources. The Company does not have any long-term contracts with
suppliers of its building materials. Since its inception, the Company has not
experienced any significant delays in construction due to shortage of materials
or labor

MARKETING. The Company generally offers five to ten home designs that it
believes will appeal to local homebuyers at each of its subdivisions, but is
prepared to offer additional building plans and options that may be more
suitable or desirable to homebuyers. While most design modifications are
significant to homebuyers, such changes typically involve relatively minor
adjustments including, among other things, modifying the interior or exterior
dimensions of the home and changing exterior materials. Such changes generally
improve the Companys gross margins. The Company believes that its ability to
cater to the design tastes and desires of the prospective homebuyer at
competitive prices, even at the entry-level, distinguishes it from many of its
competitors.

The Company advertises in local newspapers, magazines, and television.
The Company also utilizes the power of the Internet, alliances with mortgage
companies, and utility publications, brochures, newsletters and billboards. To
control advertising costs, the Company attempts to operate in subdivisions in
conspicuous locations that permit it to take advantage of local traffic
patterns. The Company also believes that model homes, furnished by award
winning interior designers, play a significant role in its marketing efforts.
Consequently, the Company expends significant efforts in creating an attractive
atmosphere in its model homes.

The Company markets its homes through commissioned employees and
independent real estate brokers. Home sales are typically conducted from sales
offices located in furnished model homes located within each development.
Company sales representatives and consultants assist prospective homebuyers 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 these speculative homes
are sold before construction is completed or immediately following completion.
The number of speculative homes built is influenced by local market factors
such as new employment opportunities, significant job relocations, growing
housing demand and the length of time the Company has built in the market.

Sales of Company homes generally are made pursuant to a standard sales
contract which requires a down payment of approximately 10% of the sales price.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates is
unobtainable within a specified period, typically four to six weeks, and may
include other contingencies, such as the sale of an existing home. The Company
includes a home sale in its sale backlog upon execution of the sales contract
and receipt of the initial down payment. The Company estimates that the
average period between the execution of a sales contract for a home and closing
is approximately six months from issue of permits.

CUSTOMER SERVICE AND
QUALITY CONTROL. The Company is responsible for
pre-closing quality control inspections and responding to customers
post-closing needs. The Company believes that prompt and courteous response to
homebuyers needs during and after construction reduces post-closing repair
costs, enhances its reputation for quality and service, and ultimately leads
to significant repeat and referral business from the real estate community and
homebuyers. The Company provides its homebuyers with a warranty on workmanship
and building materials. The subcontractors who perform most of the actual
construction also provide warranties of workmanship and generally are prepared
to respond to the Company and homeowners promptly upon request. The Company
supplements it one-year warranty by purchasing a ten-year limited warranty from
a third party, Homeowners Warranty Company, to cover its potential warranty
obligations.

CUSTOMER FINANCING. The Company works with a variety of mortgage lenders
who make available to homebuyers a range of conventional mortgage financing as
well as FHA and VA programs. By making information about these programs
available to prospective homebuyers and maintaining a relationship with such
mortgage lenders, the Company is able to coordinate and expedite the entire
sales transaction by ensuring that mortgage commitments are received and that
closings take place on a timely and efficient basis.

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REGULATION AND ENVIRONMENTAL MATTERS. The housing industry is subject to
extensive and complex regulations. The Company and its subcontractors must
comply with various federal, state, and local laws and regulations including
zoning and density requirements, building, environmental, advertising and
consumer credit rules and regulations, as well as other rules and regulations
in connection with its homebuilding and sales activities. These include
requirements as to building materials to be used, building designs and minimum
elevation of properties. The Companys homes are inspected by local
authorities where required, and homes eligible for insurance or guarantees
provided by Fannie Mae and Freddie Mac, respectively, are subject to inspection
as well.

The Company is also subject to a variety of local, state and federal
statutes, ordinances, rules and regulations concerning protection of health and
the environment. The particular environmental laws which apply to any given
homebuilding site vary greatly according to the sites location, environmental
condition, and present and former uses. These environmental laws may result in
delays, may cause the Company to incur substantial compliance and other costs,
and can prohibit or severely restrict homebuilding activity in certain
environmentally sensitive regions or areas.

PROPERTY ACQUISITIONS. The Company continually inspects and determines
the relative feasibility of real estate parcels for future residential
development projects in its operating area which is the Southwest Florida Gulf
Coast from Tampa to Naples. Real estate properties possibly suitable for
development which are not located in such area will also be investigated.
Generally, the Company endeavors to acquire developed building lots after all
zoning and other governmental entitlements and approvals have been obtained.
In such acquisition activities, the Company has and will continue to utilized
lot options and similar contracts to secure 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, so that the Company can immediately begin development and home
construction. The Company attempts to limit its acquisitions to tracts of
entitled land that will yield fewer than 1,600 lots when developed and, where
possible, obtains options to acquire adjacent parcels for later development.
By limiting its acquisition and development activities to modular parcels of
land, the Company believes that it reduces the financial and market risks
associated with holding land during the development period. Additionally, the
Company will purchase land and engage in land development activities wherein
lots will be sold to other custom homebuilders.

The Company also seeks to limit its exposure to real estate inventory
risks by: (1) generally commencing construction of homes under contract only
after receipt of a satisfactory down payment and, where applicable, the buyers
receipt of mortgage approval; (2) limiting the number of speculative homes
(homes started without an executed sales contract) built in each subdivision;
and (3) closely monitoring local market and demographic trends, housing
preferences and related economic developments, such as new job opportunities,
local growth initiatives and personal income trends.

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 from Tampa to Naples. 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. Of the 12 contractors, five have been identified as
direct competitors. All five direct competitors offer a full range of home
design options and are recognized and established within the Southwest Florida
Gulf Coast from Tampa to Naples market. 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

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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.

EMPLOYEES. As of
March 31, 2002, the Company had 26 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 $3,534.
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,
2002, there were approximately 407 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

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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 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.

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.

During the year ended
March 31, 2002 and 2001 the Company issued 16,500 and 5,500 shares of
Common Stock, respectively, to certain of its employees under its Employee Stock Bonus Plan as
a bonus. The Company placed a value of $.18 per share on each share issued.

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On March 29, 2001, the Board of Directors authorized the issuance of
2,061,946 shares of convertible Preferred Stock to Ronald and Joanne Mustari in
exchange for cancellation of the Companys remaining obligation to them in the
amount of $618,585. The Company placed a value of $.30 per share on each share
issued. The issuance of such shares was exempt from registration under the Act
pursuant to Section 4(2) thereof and/or Regulation D.

On January 14, 2002, Mr. and Mrs. Mustari converted all of their 2,061,946
shares of convertible preferred stock into 4,123,892 shares of Common Stock.
The issuance of such shares was exempt from registration under the Act pursuant
to Section 4(2) thereof and/or Regulation D.

During the year ended
March 31, 2002 the Company issued 216,420 shares of
Common Stock to consultants as payment for services. The Company
placed a value of $.18 per share on each share issued. The issuance
of such shares was exempt from registration under the Act pursuant to
Section 4(2) thereof and/or Regulation D.




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

Form 10-KSB, other than historical financial information, may consist of
forward-looking statements that include risks and uncertainties, including, but
not limited to, statements contained in Managements Discussion and Analysis
or Plan of Operation. Such statements are based upon many assumptions and are
subject to 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.

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 generally range in size from 1,400 to
3,500 square feet and have purchase prices ranging from $185,000 to $550,000.
In the past, certain of the Companys projects consisted of smaller units and
were geared more to the lower-end buyer. 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.

Critical Accounting Policies:

Use of Estimates:

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect certain
reported amounts and disclosures. Actual results could differ from those
estimates.

Revenue Recognition:

Income from sales is recorded when title to the property is conveyed to
the buyer subject to the buyers financial commitment being sufficient to
provide economic substance to the transaction.

Results of operations for the year ended March 31, 2002 as compared to the year
ended March 31, 2001:

The Company is presently engaged in the development of the following
projects:

7



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##### Table of Contents



|                                                |  |           |     |          |  |           |         |             |  |              |     |  |  |  |    |  |  |  |    | 
|----------------------------------------------- |  | --------- | --- | -------- |  | --------- | ------- | ----------- |  | ------------ | --- |  |  |  | -- |  |  |  | -- | 
|                                                |  |           |     |          |  | Estimated |         | Number of   |  |              |     |  |  |  |    | 
|                                                |  |           |     |          |  | Average   |         | Units       |  | Units Closed
|                                                |  | Total     |     | Selling  |  | To Close  |         | Years Ended
|                                                |  | Number of |     | Price    |  | As of     |         |            
|Project                                         |  | Units     |     | Per Unit |  | 3/31/02   |         | 3/31/02     |  | 3/31/01     
|                                                |  |           |     |          |  |           |         |             |  |             
|Avalon at
The Villages
of Palm Aire             |  |           | 114 |          |  |           | 186,000 |             |  |              | 4   |  |  |  | 36 |  |  |  | 50 | 
|Baleares at Waterchase                          |  |           | 25  |          |  |           | 225,000 |             |  |              | 3   |  |  |  | 0  |  |  |  | 0  | 
|Bermuda Club                                    |  |           | 10  |          |  |           | 200,000 |             |  |              | 1   |  |  |  | 3  |  |  |  | 6  | 
|Calumet Reserve
at Lely Resort                  |  |           | 54  |          |  |           | 275,000 |             |  |              | 52  |  |  |  | 2  |  |  |  | 0  | 
|Govenors Green
Heron Creek Golf
& Country Club |  |           | 112 |          |  |           | 250,000 |             |  |              | 26  |  |  |  | 23 |  |  |  | 10 | 
|Lake Jovita                                     |  |           | 60  |          |  |           | 240,000 |             |  |              | 56  |  |  |  | 3  |  |  |  | 1  | 
|The Moorings at
Lakewood Ranch                  |  |           | 136 |          |  |           | 550,000 |             |  |              | 132 |  |  |  | 0  |  |  |  | 0  | 
|Off Site                                        |  |           |     |          |  |           |         |             |  |              | 2   |  |  |  | 0  |  |  |  | 2  | 
|                                                |  |           |     |          |  |           |         |             |  |              |     |  |  |  |    |  |  |  |    | 
|                                                |  |           |     |          |  |           |         |             |  |              | 276 |  |  |  | 67 |  |  |  | 69 | 
|                                                |  |           |     |          |  |           |         |             |  |              |     |  |  |  |    |  |  |  |    | 

Results of Operations

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

|                    |                            |        |   |            |     |      |   |    |     |  
|------------------- | -------------------------- | ------ | - | ---------- | --- | ---- | - | -- | --- | -
|                    |                            |        |   | Year ended
|                    |                            |        |   | March 31  
|                    |                            |        |   |           
|                    |                            |        |   | 2002       |     | 2001
|                    |                            |        |   |            |     |     
|Revenues:           |                            |        |   |            |     |      |   |   
|                    | Home and lot sales         |        |   | 100        | %   |      |   | 98 | %  
|                    | Other                      |        |   | 0          | %   |      |   | 2  | %  
|                    |                            |        |   |            |     |      |   |   
|                    |                            | Totals |   |            | 100 | %    |   |    | 100 | %
|                    |                            |        |   |            |     |      |   |   
|Costs and Expenses: |                            |        |   |            |     |      |   |   
|                    | Cost of sales              |        |   | 81         | %   |      |   | 79 | %  
|                    | Selling                    |        |   | 9          | %   |      |   | 8  | %  
|                    | General and administrative |        |   | 8          | %   |      |   | 6  | %  
|                    | Interest                   |        |   | 1          | %   |      |   | 2  | %  
|                    |                            |        |   |            |     |      |   |   
|                    |                            | Totals |   |            | 99  | %    |   |    | 95  | %
|                    |                            |        |   |            |     |      |   |   
|Operating income    |                            |        | 1 | %          |     |      | 5 | % 
|                    |                            |        |   |            |     |      |   |   
|Revenues:           |                            |        |   |            |     |      |   |   
|                   
|Home and Lot Sales: |                            |        |   |            |     |      |   |   

8



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##### Table of Contents



The Companys Home and Lot sales increased by approximately $562,000 to
approximately $14,797,000 for the year ended March 31, 2002 as compared to
approximately $14,235,000 for the year ended March 31, 2001. Although the
number of units closed during the year ended March 31, 2002 was less than that
of the prior year, 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
continued certain phases of projects under development that contained the
premium or choice units thereby demanding a higher unit value. As a result of
the aforementioned, the average unit sales price on the 67 units closed during
the year ended March 31, 2002 was approximately $221,000 as compared to
approximately $206,000 for the 69 units closed during the year ended March 31,
2001. Although the average selling price increased, the Company closed two
less units in the year ended March 31, 2002 as compared to the year ended March
31, 2001.

Other Revenue:

Other revenue consists of Management fee, interest, real estate
commissions and sundry income. During the years ended March 31, 2002 and 2001,
other revenue was approximately $37,000 and $222,000, respectively. The primary
reason for the decrease is that the Company earned approximately $57,000 and
$52,000 of management fees and real estate commissions, respectively, during the year ended
March 31, 2001 on projects that were completed during the year ended March 31,
2001. During the years ended March 31 2002 the Company earned approximately
$24,000 and $14,000 of interest income and sundry income respectively as
compared to $69,000 and $44,000 for the year ended March 31, 2001. The
decrease in interest income can be attributed to a decrease in the average cash
balances for the year ended March 31, 2002 when compared to that of the prior
year.

Costs and expenses:

Cost of sales:

Cost of sales increased by approximately $604,000 to approximately
$12,031,000 for the year ended March 31, 2002 as compared to approximately
$11,427,000 for the year ended March 31, 2001. The cost as a percent of sales
approximated 81% and 80% for the years ended March 31, 2002 and 2001
respectively. The increase in the cost of sales can be attributed to the
following:

(1)  During 2002, the Company closed significantly more units in the Heron
Creek project. The cost associated with the land in the Heron Creek project is
greater than other projects. The reason for this is because when the Company
bought out its former partner in this project, the former partner was paid an
amount exceeding book value. This excess value was allocated to the land in the
project, thereby increasing the cost of the land.

(2)  During 2002, the Company was developing larger projects and began to
incur construction delays, thereby increasing the carrying cost of the units
they closed. The Company has added additional project superintendents to
circumvent these delays in the future.

(3)  Finally, the Companys vendors increased their costs at a higher rate
than what the Company could pass through to its customers.

Selling Expenses:

Selling expenses increased for the year ended March 31, 2002 as compared
to the year ended March 31, 2001 by approximately $138,000. 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 and the
associated staffing and marketing costs associated with these new projects.
The selling expenses as a percent of sales approximated 9% for the year ended
March 31, 2002 as compared to 8% for the year ended March 31, 2001.

General and Administrative expenses:

General and Administrative expenses increased approximately $427,000 from
approximately $849,000 for the year ended March 31, 2001 to approximately
$1,276,000 for the year ended March 31, 2002. The primary reasons for this
increase are (1) an increase in the Companys administrative payroll of
approximately $217,000 as it increased its infrastructure in the finance area
as well as certain other administrative positions in order to support the
Companys planned growth;(2) Professional fees increased by approximately
$110,000 primarily as a result of the Company becoming current in its financial
reporting; and (3) Consulting fees increased by approximately $51,000 primarily
as a result of the company engaging certain consultants to identify potential
joint venture partners.

9



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##### Table of Contents



Interest:

Interest decreased for the year ended March 31, 2002 as compared to the
year ended March 31, 2001 by approximately $175,000. Although the total debt
outstanding has increased for the period, when compared to that of the prior
year, a larger amount of the debt for the current period relates to projects
under development. As a result, more of the interest incurred for the period is
capitalized as opposed to expensed.

As a result of the aforementioned, the Companys operating Income
decreased by approximately $614,000 to approximately $93,000 for the year ended
March 31, 2002 as compared to approximately $707,000 for the year ended March
31, 2001. However, approximately $135,000 of the Companys loss incurred during
the year ended March 31, 2002 was attributable to the Whitehall Quality Homes
at Edgewater Moorings joint venture and allocable to the Companys joint
venture partner in proportion to its capital contribution (see note 5 of the
Companys Annual Report), as such, the Companys net income only decreased by
approximately $280,000 to approximately $144,000 or $.01 Basic earnings per
share for the year ended March 31, 2002 as compared to approximately $424,000
or $.05 per share for the year ended March 31, 2001. The Basic earnings per
share was computed on the weighted average number of shares outstanding of
11,672,642 and 8,964,033 for the years ended March 31, 2002 and 2001,
respectively.

Liquidity and Capital Resources:

As of March 31, 2002, the Company had net assets of approximately
$1,185,000 including cash and cash equivalents of approximately $465,000.
During the year ended March 31, 2002, the Companys cash position decreased by
approximately $485,000. Its operating activities utilized approximately
$11,206,000 of cash. The cash used in operating activities was
primarily used to increase inventory and other assets by $11,558,000
and $82,000, respectively, which was off-set by an increase in customer deposits, accounts payable and accrued
expenses of approximately $398,000. The Companys financing activities provided
approximately $8,254,000 of cash principally from the proceeds of its mortgages
and notes payable relating to its construction activity of approximately
$15,087,000 off set by repayments of approximately $6,833,000 as title to the
units were transferred to the ultimate buyer. 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 2002, the
Company received capital contributions of approximately $2,500,000 from the
Companys Joint Venture Partner in the Moorings at Lakewood Ranch Project.

On June 5, 2002, the
Company's principal stockholder advanced the Company $500,000 in
order to fund certain construction costs associated with the Moorings
at Lakewood Ranch project. The advance is currently non-interest
bearing and due on demand until such time as the Company and its
principal stockholder can finalize the actual terms of the advance.




ITEM 7. FINANCIAL STATEMENTS.

The Companys consolidated financial statements and the report of
Independent Public Accountants, with respect thereto, referred to in the Index
to Financial Statements, appear elsewhere in this Form 10-KSB.






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

Not applicable.




PART III






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

10



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##### Table of Contents



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

|                |  |  |    |  |  |                                                
|--------------- |  |  | -- |  |  | -----------------------------------------------
|Ronald Mustari  |  |  | 59 |  |  | President, Chief Executive Officer and Director
|Joanne Mustari  |  |  | 55 |  |  | Secretary                                      
|Jerry Andrews   |  |  | 59 |  |  | Executive Vice President and Director          
|Judith A. Zeman |  |  | 42 |  |  | Chief Financial Officer                        
|Al Trellis      |  |  | 54 |  |  | 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.

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.

JERRY ANDREWS was a principal with Kutmor International, Inc., an
international marketing and consulting company, from 1990 to 1994. As a principal with Kutmor International, Inc., Mr. Andrews
responsibilities varied from sales management to developing major
entrepreneurial projects for both established companies and start up groups.
Prior to joining Kutmor International, Inc., Mr. Andrews served as the
President of ADS Manufacturing in Milwaukee, Wisconsin, a manufacturer of power
transmission components, from 1982 to 1990. Prior to joining ADS
Manufacturing, Mr. Andrews was a sales manager with Tenneco Corporation in
Houston, Texas. Mr. Andrews earned a Bachelors of Science in Business
Administration from Marquette University, in Milwaukee, Wisconsin.

JUDITH ZEMAN held the position of Assistant Controller with Pinnacle
Towers in Sarasota, Florida from 1998 until she joined the Company. At
Pinnacle Towers she was responsible for financial reporting, liaison with
external auditors, and supervision of billing and accounts payable departments.
Prior to her affiliation with Pinnacle Towers, Ms. Zeman was the Director of
Financial Reporting for Celotex Corporation in Tampa, Florida from
1997 to 1998, where she was responsible for internal and external financial packages,
liaison with external auditors for annual and interim audits, pricing and
invoicing, tax provision, and cash management. Prior to her affiliation with
Celotex, Ms. Zeman was the Controller for Invacare Corporation in Sarasota,
Florida from 1996 to 1997, where she was responsible for financial reporting,
preparation of monthly financial packages, quarterly SEC reporting, and annual
tax preparation. Prior to her affiliation with Invacare, Ms. Zeman was the
Controller for Kenetech Resource Recovery Inc. in Sarasota, Florida
from 1992 to 1996, where she was responsible for financial reporting, quarterly SEC
input, analysis of operations and presenting financial review to executive
management. Prior to her affiliation with Kenetech Resource Recovery Inc., Ms.
Zeman was the Assistant Controller for Progressive Insurance Company in Tampa,
Florida from 1990 to 1992, where she was responsible for financial reporting,
annual budget preparation, and monthly forecasts and analysis. Ms. Zeman filed personal
bankruptcy in 1999. Ms. Zeman earned a Bachelor of Science degree in
accounting at Marquette University, Milwaukee, Wisconsin and an MBA in Finance
from DePaul University, Chicago, Illinois.

AL TRELLIS has 25 years of experience as a custom homebuilder and
consultant for the home building industry. He is the author of many books on
residential construction, including his most recent book, Building with
Attitude. He is a contributing editor to BUILDER and Custom Home Magazines,
and wrote the monthly column Ask AL. He was a member of the NAHB Custom
Builder Committee for six years, helping to create the Custom Builder
Symposium, and chaired the symposium for its first five years. In 1991, Mr.
Trellis founded and is currently the President of Home Builders Network, which
provides education and consulting services for homebuilders and the housing
industry.

11



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##### Table of Contents



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 homebuilder 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 coterminous 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.

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,
2002 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, 2000, 2001 and 2002. 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.

12



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##### Table of Contents



ANNUAL COMPENSATION

|                            |  |             |      |        |  |       |         |        |  |  |     |  |  |         |     | 
|--------------------------- |  | ----------- | ---- | ------ |  | ----- | ------- | ------ |  |  | --- |  |  | ------- | --- | 
|                            |  |             |      |        |  |       |         |        |  |  |     |  |  | Other  
|                            |  |             |      |        |  |       |         |        |  |  |     |  |  | Annual 
|                            |  |             |      |        |  |       |         |        |  |  |     |  |  | Compen-
|Name And Principal Position |  | Fiscal Year |      | Salary |  | Bonus |         | sation
|                            |  |             |      |        |  |       |         |       
|Ronald Mustari, President   |  |             | 2002 |        |  | $     | 140,000 |        |  |  | -0- |  |  |         | -0- | 
|and Chief Executive Officer |  |             | 2001 |        |  | $     | 119,999 |        |  |  | -0- |  |  |         | -0- | 
|                            |  |             | 2000 |        |  | $     | 110,769 |        |  |  | -0- |  |  |         | -0- | 

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. A total of 22,000 shares had been issued under the stock bonus plan as
of March 31, 2002. The stock bonus plan has not been approved by the
Companys stockholders.




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

As of March 31, 2002, there were 13,308,312 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, 2002 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.

|                                                                  |  |              |           |            |  |  |      |  
|----------------------------------------------------------------- |  | ------------ | --------- | ---------- |  |  | ---- | -
|                                                                  |  | NUMBER OF    |           |            |  | 
|                                                                  |  | SHARES       |           | PERCENTAGE
|NAME AND ADDRESS                                                  |  | BENEFICIALLY |           | OF        
|OF BENEFICIAL OWNER                                               |  | OWNED        |           | CLASS     
|                                                                  |  |              |           |           
|Ronald and Joanne Mustari                                         |  |              | 8,330,160 |            |  |  | 62.5 | %
|467 Walls Way
Osprey, FL 38229                                    |  |              |           |            |  |  |      |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Judith Zeman
290 Cocoanut Avenue
Sarasota, Florida 34236          |  |              | 500       |            |  |  | *    |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Al Trellis
205 East Ridgeville Blvd., Ste. CMt. Airy, MD. 21771   |  |              | 37,500    | (2)        |  |  | *    |  
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Andrews and Associates, Inc.
7669 Fairway WoodsSarasota, FL 34236 |  |              | 1,125,000 | (1)        |  |  | 8.4  | %
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|All executive officers and directors as a group (5 persons)       |  |              | 8,368,160 |            |  |  | 62.9 | %



---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(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. Messrs. Patrick, Gregory and Jerome
Andrews are the sons of Jerry Andrews, an officer and director of the
Company.
|   
|   
|   
|   
|(2) |  | Includes 37,500 shares owned by Home Builders Network of which Mr.
Trellis is President.                                                                                                                                                                                                                                                                            




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

13



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##### Table of Contents



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. 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.

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. Whitehall Homes had been in the business of
building residential homes in the Florida counties of Sarasota, Manatee,
Collier, Pasco and Hillsborough since 1985. 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
($1,180,104) 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. The aforementioned transaction for accounting purposes was recorded as a
distribution to the principal stockholder and the assets were valued at their
historical cost basis. As of March 29, 2001, the promissory note was paid in
full by a combination of cash, transfer of marketable securities valued at
$168,064 and issuance of 2,061,946 shares of the Companys convertible
preferred stock valued at $618,585. In January, 2002, the Mustaris agreed to
convert their preferred stock into 4,123,892 shares of Common Stock.

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 $1,319,196) promissory
note of Whitehall payable to Mr. And Mrs. Mustari.

14



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##### Table of Contents



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 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.

On June 15, 2002, the
Companys principal stockholder advanced the Company $500,000 in
order to fund certain construction costs associated with the Moorings
at Lakewood Ranch project. The advance is currently non-interest
bearing and due on demand until such time as the Company and its
principal stockholder can finalize the actual terms of the advance.




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



|(a) |  | Financial Statements. The following documents are filed as part of
this report:                      
|--- |  | -----------------------------------------------------------------------------------------------------
|   
|    |  | Reports of Independent Public Accountants                                                            
|   
|    |  | Consolidated Balance Sheet as of March 31, 2002                                                      
|   
|    |  | Consolidated Statements of Operations for the years ended March 31, 2002
and 2001                    
|   
|    |  | Consolidated Statements of Shareholders Equity (Deficit) for the years
ended March 31, 2002 and 2001
|   
|    |  | Consolidated Statements of Cash Flow for the years ended March 31, 2002
and 2001                     
|   
|    |  | Notes to Consolidated Financial Statements                                                           
|   
|(b) |  | Reports of Form 8-K:                                                                                 
|   
|    |  | No reports on Form 8-K were filed by the Registrant.                                                 

15



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|(c) |  | Exhibits:
|--- |  | ---------

|        |  |                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                
|NUMBER  |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                
|3.1     |  | Articles of Incorporation of the Registrant*                                                                                                                                                                                                                                                                   
|3.2     |  | Bylaws of the Registrant*                                                                                                                                                                                                                                                                                      
|3.3     |  | Articles of Amendment to Articles of Incorporation                                                                                                                                                                                                                                                             
|3.4     |  | Articles of Amendment to Articles of Incorporation                                                                                                                                                                                                                                                             
|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.*                                                                                                                                                                                                                       
|10.4    |  | Limited Partnership Agreement dated January, 2001 between Whitehall Homes at Edgewater
Moorings, Inc. and Edgewater One LLC                                                                                                                                                                                    
|21.1    |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                 



---

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

16



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##### Table of Contents






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 June 28, 2002.

| |                                                      |                   
| | ---------------------------------------------------- | ------------------
| | 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.

|                                   |  |                                                          |  |              
|---------------------------------- |  | -------------------------------------------------------- |  | -------------
|Signature                          |  | Title                                                    |  | Date         
|                                   |  |                                                          |  |              
|/s/   Ronald MustariRonald Mustari |  | President, Chief Executive Officer and Director          |  | June 28, 2002
|                                  
|/s/   Judith ZemanJudith Zeman     |  | Chief Financial Officer and Principal
Accounting Officer |  | June 28, 2002
|                                  
|/s/   Jerry AndrewsJerry Andrews   |  | Director                                                 |  | June 28, 2002

17



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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

I N D E X

|                                                                                                            |  |       
|----------------------------------------------------------------------------------------------------------- |  | ------
|                                                                                                            |  | PAGE  
|                                                                                                            |  |       
|REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                                                    |  | F-2   
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|CONSOLIDATED BALANCE SHEET
MARCH 31, 2002                                                                   |  | F-3   
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2002 AND 2001                                       |  | F-4   
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(DEFICIENCY)
YEARS ENDED MARCH 31, 2002 AND 2001 |  | F-5   
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2002 AND 2001                                   |  | F-6   
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                  |  | F-7/15

* * *

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Whitehall Limited, Inc.

We have audited the accompanying consolidated balance sheet of WHITEHALL
LIMITED, INC. AND SUBSIDIARIES as of March 31, 2002, and the related
consolidated statements of income, changes in stockholders equity (deficiency)
and cash flows for the years ended March 31, 2002 and 2001. These consolidated
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards 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. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Whitehall Limited,
Inc. and Subsidiaries as of March 31, 2002, and their results of operations and
cash flows for the years ended March 31, 2002 and 2001, in conformity with
accounting principles generally accepted in the United States of America.



|Roseland, New Jersey
May 16, 2002, except for Note 14
   which is as of June 5, 2002 | J.H. COHN LLP
|------------------------------------------------------------------------------------ | -------------



F-2



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
MARCH 31, 2002

|                                     |                                                                                                       |                                                                      |                            |            |   |            |            | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | -------------------------- | ---------- | - | ---------- | ---------- | 
|ASSETS                               |                                                                                                       |                                                                      |                            |           
|Cash and cash equivalents            |                                                                                                       | $                                                                    | 465,052                    |           
|Inventories                          |                                                                                                       |                                                                      | 18,854,860                 |           
|Property and equipment, net          |                                                                                                       |                                                                      | 434,622                    |           
|Other assets                         |                                                                                                       |                                                                      | 139,663                    |           
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      |                            | Total      |   | $          | 19,894,197 | 
|                                     |                                                                                                       |                                                                      |                            |           
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                       |                                                                      |                            |           
|Liabilities:                         |                                                                                                       |                                                                      |                            |           
|                                     | Mortgages and notes payable                                                                           |                                                                      | $                          | 12,790,721 |  
|                                     | Accounts payable and accrued expenses                                                                 |                                                                      |                            | 1,424,570  |  
|                                     | Customer deposits and advances                                                                        |                                                                      |                            | 1,569,510  |  
|                                     | Income taxes payable                                                                                  |                                                                      |                            | 550,071    |  
|                                     | Deferred tax liabilities                                                                              |                                                                      |                            | 9,936      |  
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total liabilities          |            |   | 16,344,808 |           
|                                     |                                                                                                       |                                                                      |                            |           
|Interest of joint venture partner    |                                                                                                       |                                                                      | 2,364,602                  |           
|                                     |                                                                                                       |                                                                      |                            |           
|Commitments and contingencies        |                                                                                                       |                                                                      |                            |           
|Stockholders equity:                |                                                                                                       |                                                                      |                            |           
|                                     | Preferred stock:                                                                                      |                                                                      |                            |            |  
|                                     |                                                                                                       | Series A, $.10 par value; 100,000,000 shares authorized; none issued |                            |            |  |           
|                                     |                                                                                                       | Series B, $.10 par value; 2,500,000 shares authorized; none issued   |                            |            |  |           
|                                     | Common stock, $.10 par value; 500,000,000 shares authorized;
13,308,312 shares issued and outstanding |                                                                      |                            | 1,330,831  |  
|                                     | Additional paid-in capital                                                                            |                                                                      |                            | (337,062   | )
|                                     | Retained earnings                                                                                     |                                                                      |                            | 191,018    |  
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total stockholders equity |            |   | 1,184,787  |           
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total                      |            | $ | 19,894,197 |           
|                                     |                                                                                                       |                                                                      |                            |           

See Notes to Consolidated Financial Statements.

F-3



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2002 AND 2001

|                                                     |                            |        |            |            |            |      |           |            |            | 
|---------------------------------------------------- | -------------------------- | ------ | ---------- | ---------- | ---------- | ---- | --------- | ---------- | ---------- | 
|                                                     |                            |        |            | 2002       |            | 2001
|                                                     |                            |        |            |            |            |     
|Revenue:                                             |                            |        |            |            |            |      |           |           
|                                                     | Home and lot sales         |        | $          | 14,797,471 |            |      | $         | 14,234,694 |           
|                                                     | Management fees            |        |            |            |            |      |           | 56,678     |           
|                                                     | Interest income            |        |            | 23,574     |            |      |           | 69,415     |           
|                                                     | Real estate commissions    |        |            |            |            |      |           | 51,913     |           
|                                                     | Rental income              |        |            | 13,891     |            |      |           | 26,616     |           
|                                                     | Other income               |        |            |            |            |      |           | 17,009     |           
|                                                     |                            |        |            |            |            |      |           |           
|                                                     |                            | Totals |            |            | 14,834,936 |      |           |            | 14,456,325 | 
|                                                     |                            |        |            |            |            |      |           |           
|Costs and expenses:                                  |                            |        |            |            |            |      |           |           
|                                                     | Cost of sales              |        |            | 12,030,802 |            |      |           | 11,426,822 |           
|                                                     | Selling                    |        |            | 1,313,232  |            |      |           | 1,175,722  |           
|                                                     | General and administrative |        |            | 1,276,218  |            |      |           | 848,978    |           
|                                                     | Interest                   |        |            | 121,838    |            |      |           | 297,412    |           
|                                                     |                            |        |            |            |            |      |           |           
|                                                     |                            | Totals |            |            | 14,742,090 |      |           |            | 13,748,934 | 
|                                                     |                            |        |            |            |            |      |           |           
|Operating income                                     |                            |        | 92,846     |            |            |      | 707,391   |           
|Loss applicable to interest of joint venture partner |                            |        | 135,398    |            |            |      |           |           
|                                                     |                            |        |            |            |            |      |           |           
|Income before income taxes                           |                            |        | 228,244    |            |            |      | 707,391   |           
|Provision for income taxes                           |                            |        | 84,200     |            |            |      | 283,000   |           
|                                                     |                            |        |            |            |            |      |           |           
|Net income                                           |                            | $      | 144,044    |            |            | $    | 424,391   |           
|                                                     |                            |        |            |            |            |      |           |           
|Basic earnings per share                             |                            | $      | .01        |            |            | $    | .05       |           
|                                                     |                            |        |            |            |            |      |           |           
|Basic weighted average shares outstanding            |                            |        | 11,672,642 |            |            |      | 8,964,033 |           
|                                                     |                            |        |            |            |            |      |           |           

See Notes to Consolidated Financial Statements.

F-4



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY)
YEARS ENDED MARCH 31, 2002 AND 2001

|                                                                                 |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   |          |   |  |   |          |   |  |   |           |  
|-------------------------------------------------------------------------------- |  | --------------- | ---------- | ------------ |  | ---------- | -------- | ------------ |  | ------- | ---------- | -------- | ----- | - | --------- | -------- |  | - | -------- | - |  | - | -------- | - |  | - | --------- | -
|                                                                                 |  | Series A        |            |              |  |            |          |              |  |         |            |          |       |   |           | Retained |  |   |          |  
|                                                                                 |  | Preferred Stock |            | Common Stock |  | Additional |          | Earnings     |  |         |            |         
|                                                                                 |  |                 |            |              |  | Paid-in    |          | (Accumulated |  |         |            |         
|                                                                                 |  | Shares          |            | Amount       |  | Shares     |          | Amount       |  | Capital |            | Deficit) | Total |  
|                                                                                 |  |                 |            |              |  |            |          |              |  |         |            |          |       |  
|Balance, April 1, 2000                                                           |  |                 |            |              |  |            |          |              |  |         | 8,946,000  |          |       | $ | 894,600   |          |  | $ | (607,703 | ) |  | $ | (377,417 | ) |  | $ | (90,520   | )
|Issuance of common
stock as payment for
compensation                             |  |                 |            |              |  |            |          |              |  |         | 5,500      |          |       |   | 550       |          |  |   | 440      |   |  |   |          |   |  |   | 990       |  
|Forgiveness of stockholder
interest                                              |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   | 43,301   |   |  |   |          |   |  |   | 43,301    |  
|Preferred stock issued in
exchange for forgiveness of note
payable  stockholder |  |                 | 2,061,946  |              |  | $          | 206,195  |              |  |         |            |          |       |   |           |          |  |   | 412,390  |   |  |   |          |   |  |   | 618,585   |  
|Net income                                                                       |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   |          |   |  |   | 424,391  |   |  |   | 424,391   |  
|                                                                                 |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   |          |   |  |   |          |   |  |   |           |  
|Balance, March 31, 2001                                                          |  |                 | 2,061,946  |              |  |            | 206,195  |              |  |         | 8,951,500  |          |       |   | 895,150   |          |  |   | (151,572 | ) |  |   | 46,974   |   |  |   | 996,747   |  
|Issuance of common
stock as payment for
compensation                             |  |                 |            |              |  |            |          |              |  |         | 16,500     |          |       |   | 1,650     |          |  |   | 3,390    |   |  |   |          |   |  |   | 5,040     |  
|Issuance of common
stock as payment for
consulting services                      |  |                 |            |              |  |            |          |              |  |         | 216,420    |          |       |   | 21,642    |          |  |   | 17,314   |   |  |   |          |   |  |   | 38,956    |  
|Conversion of preferred
stock                                                    |  |                 | (2,061,946 | )            |  |            | (206,195 | )            |  |         | 4,123,892  |          |       |   | 412,389   |          |  |   | (206,194 | ) |  |   |          |   |  |   |           |  
|Net income                                                                       |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   |          |   |  |   | 144,044  |   |  |   | 144,044   |  
|                                                                                 |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   |          |   |  |   |          |   |  |   |           |  
|Balance, March 31, 2002                                                          |  |                 |           |              |  | $          |         |              |  |         | 13,308,312 |          |       | $ | 1,330,831 |          |  | $ | (337,062 | ) |  | $ | 191,018  |   |  | $ | 1,184,787 |  
|                                                                                 |  |                 |            |              |  |            |          |              |  |         |            |          |       |   |           |          |  |   |          |   |  |   |          |   |  |   |           |  

See Notes to Consolidated Financial Statements.

F-5



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2002 AND 2001

|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |            |          |            |         |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------------------ | ----------------------------------------- | --------------------------------------------------- | -------- | ----------- | ----------- | ---------- | -------- | ---------- | ------- | -
|                                                     |                                                                                             |                                                        |                                           |                                                     |          | 2002        |             | 2001      
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|Operating activities:                                |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     | Net income                                                                                  |                                                        | $                                         | 144,044                                             |          |             | $           | 424,391    |         
|                                                     | Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |                                                        |                                           |                                                     |          |             |             |            |         
|                                                     |                                                                                             | Depreciation                                           |                                           |                                                     | 46,467   |             |             |            | 40,069   |           
|                                                     |                                                                                             | Deferred income taxes                                  |                                           |                                                     | (63,000  | )           |             |            | (137,300 | )         
|                                                     |                                                                                             | Forgiveness of stockholders interest                  |                                           |                                                     |          |             |             |            | 43,301   |           
|                                                     |                                                                                             | Cost of services paid through issuance of common stock |                                           |                                                     | 43,996   |             |             |            | 990      |           
|                                                     |                                                                                             | Loss applicable to interest of joint venture partner   |                                           |                                                     | (135,398 | )           |             |            |          |           
|                                                     |                                                                                             | Changes in operating assets and liabilities:           |                                           |                                                     |          |             |             |            |          |           
|                                                     |                                                                                             |                                                        | Inventories                               |                                                     |          | (11,558,198 | )           |            |          | (1,166,226 | )      
|                                                     |                                                                                             |                                                        | Due from affiliates                       |                                                     |          |             |             |            |          | 139,445    |        
|                                                     |                                                                                             |                                                        | Other assets                              |                                                     |          | (81,679     | )           |            |          | 205,823    |        
|                                                     |                                                                                             |                                                        | Accounts payable and accrued expenses     |                                                     |          | 177,741     |             |            |          | 125,961    |        
|                                                     |                                                                                             |                                                        | Customer deposits and advances            |                                                     |          | 99,999      |             |            |          | 225,304    |        
|                                                     |                                                                                             |                                                        | Income taxes payable                      |                                                     |          | 120,071     |             |            |          | 420,300    |        
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     |                                                                                             |                                                        |                                           | Net cash provided by (used in) operating activities |          |             | (11,205,957 | )          |          |            | 322,058 |  
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|Investing activities:                                |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     | Capital contributed from joint venture partner                                              |                                                        |                                           | 2,500,000                                           |          |             |             |            |         
|                                                     | Purchase of property and equipment                                                          |                                                        |                                           | (49,390                                             | )        |             |             | (1,302     | )       
|                                                     | Insurance proceeds on property and equipment                                                |                                                        |                                           | 16,161                                              |          |             |             |            |         
|                                                     | Investments                                                                                 |                                                        |                                           |                                                     |          |             |             | (98,214    | )       
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     |                                                                                             |                                                        |                                           | Net cash provided by (used in) investing activities |          |             | 2,466,771   |            |          |            | (99,516 | )
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|Financing activities:                                |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     | Proceeds from mortgages and notes payable                                                   |                                                        |                                           | 15,086,719                                          |          |             |             | 3,920,938  |         
|                                                     | Repayments of mortgages and note payable                                                    |                                                        |                                           | (6,832,486                                          | )        |             |             | (3,630,284 | )       
|                                                     | Stockholders loans                                                                         |                                                        |                                           |                                                     |          |             |             | (238,490   | )       
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     |                                                                                             |                                                        | Net cash provided by financing activities |                                                     |          | 8,254,233   |             |            |          | 52,164     |        
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|Net increase (decrease) in cash and cash equivalents |                                                                                             |                                                        | (484,953                                  | )                                                   |          |             | 274,706     |           
|Cash and cash equivalents, beginning of year         |                                                                                             |                                                        | 950,005                                   |                                                     |          |             | 675,299     |           
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|Cash and cash equivalents, end of year               |                                                                                             | $                                                      | 465,052                                   |                                                     |          | $           | 950,005     |           
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|Supplemental disclosure of cash flow data:           |                                                                                             |                                                        |                                           |                                                     |          |             |             |           
|                                                     | Interest paid                                                                               |                                                        | $                                         | 121,838                                             |          |             | $           | 254,111    |         
|                                                     |                                                                                             |                                                        |                                           |                                                     |          |             |             |           

Supplemental disclosure of noncash investing and financing activities:

In 2001, the note payable  stockholder was satisfied in part by the transfer
of marketable securities having a value of $168,064
and   the issuance of
2,061,946 shares of preferred stock having a value of $618,585.


See Notes to Consolidated Financial Statements.

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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1  Operations and summary of significant accounting policies:

Nature of operations:

Whitehall Limited, Inc. (Whitehall) was incorporated in Florida on
June 24, 1999. Whitehall and its wholly-owned subsidiaries,
collectively (the Company), were formed to develop land and
construct single family and/or multi-family housing. It is currently
conducting operations in the State of Florida on its west coast. All
project costs are recorded on a specific job basis and the
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 costs on real estate
projects, not under development or construction, are expensed as
incurred, including general and administrative expenses.

Principles of consolidation:

The consolidated financial statements include the accounts of
Whitehall, its wholly-owned subsidiaries and its investment as
controlled joint venture. All significant intercompany accounts have
been eliminated in consolidation.

Use of estimates:

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make certain estimates and
assumptions that affect certain reported amounts and disclosures.
Actual results could differ from those estimates.

Concentrations of credit risk:

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents. Cash and cash equivalents includes all cash balances
and highly-liquid investments with a maturity of three months or
less when acquired. The Company places its temporary cash
investments with high credit quality financial institutions. At
times, the Companys cash and cash equivalents exceed the current
amount insured under the Federal Deposit Insurance Corporation of
$100,000. At March 31, 2001, the Company had cash and cash
equivalents balances that exceed Federally insured limits by
approximately $798,000.

Inventories:

Inventories are stated at cost (determined by the specific
identification method), which is not in excess of market value.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1  Operations and summary of significant accounting policies (continued):

Capitalization of interest and other costs:

Interest cost incurred during construction is capitalized and
charged to operations as the units are sold or placed in service.
The Company incurred interest cost of $431,764 and $594,541, of
which $309,926 and $297,129 were capitalized in 2002 and 2001,
respectively.

Real estate taxes related to land and residential housing in
progress are capitalized and charged to operations as the units are
sold.

Revenue recognition:

Income from sales is recorded when title to the property is conveyed
to the buyer subject to the buyers financial commitment being
sufficient to provide economic substance to the transaction.

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
operations 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 in operations.

Impairment of long-lived assets:

The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of
(SFAS 121). Under SFAS 121, impairment losses on long-lived assets
are recognized when events or changes in circumstances indicate that
the undiscounted cash flows estimated to be generated by such assets
are less than their carrying value and, accordingly, all or a
portion of such carrying value may not be recoverable. Impairment
losses are then measured by comparing the fair value of assets to
their carrying amounts.

Advertising:

The Company expenses the cost of advertising and promotions as
incurred. Advertising costs charged to operations approximated
$200,000 and $201,000 in 2002 and 2001, respectively. The cost of
furnishing model units is capitalized and allocated against income
as units are sold.

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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1  Operations and summary of significant accounting policies (concluded):

Stock options:

In accordance with the provisions of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB
25), the Company will recognize compensation costs as a result of
the issuance of stock options and warrants based on the excess, if
any, of the fair value of the underlying stock at the date of grant
or award (or at an appropriate subsequent measurement date) over the
amount the employee must pay to acquire the stock. Therefore, the
Company is not required to recognize compensation expense as a
result of any grants of stock options and warrants at an exercise
price that is equivalent to or greater than fair value. The Company
will also make pro forma disclosures, as required by Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, of net income or loss as if a fair value based method
of accounting for stock options and warrants had been applied.

Income taxes:

The Company accounts for income taxes pursuant to the asset and
liability method which requires deferred income tax assets and
liabilities to be computed for temporary differences between the
financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. The income tax
provision is the tax payable or refundable for the period plus or
minus the change during the period in deferred tax assets and
liabilities.

Net earnings per share:

The Company presents basic earnings per share and, if applicable,
diluted earnings per share pursuant to the provisions of Statement
of Financial Accounting Standards No. 128, Earnings per Share.
Basic earnings per share is calculated by dividing net income or
loss by the weighted average number of 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. Basic and
diluted earnings per share were the same in 2002 and 2001 since the
Company had no dilutive securities during those years.

Reclassifications:

Certain amounts in the 2001 consolidated financial statements have
been reclassified to conform to the 2002 presentation.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                |   |            |            | 
|------------------------------------- |  | ----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ---------- | 
|Note 2 - Inventories:                 |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  | Inventories consist of the following at March 31, 2002:                 |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                |   |           
|                                      |  |                                                                         |                                                                                                                                                                         | Land                                                                                                                                                                                                                                                                                                           |   | $          | 10,712,208 | 
|                                      |  |                                                                         |                                                                                                                                                                         | Development costs                                                                                                                                                                                                                                                                                              |   |            | 1,431,178  | 
|                                      |  |                                                                         |                                                                                                                                                                         | Homes under construction                                                                                                                                                                                                                                                                                       |   |            | 6,711,474  | 
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  |                                                                         |                                                                                                                                                                         | Total                                                                                                                                                                                                                                                                                                          | $ | 18,854,860 |           
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|Note 3 - Property and equipment:      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  | Property and equipment consist of the following at March 31, 2002:      |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                |   |           
|                                      |  |                                                                         |                                                                                                                                                                         | Land  office buildings, Sarasota, Florida                                                                                                                                                                                                                                                                     |   | $          | 68,097     | 
|                                      |  |                                                                         |                                                                                                                                                                         | Building                                                                                                                                                                                                                                                                                                       |   |            | 269,551    | 
|                                      |  |                                                                         |                                                                                                                                                                         | Furniture and fixtures                                                                                                                                                                                                                                                                                         |   |            | 1,744      | 
|                                      |  |                                                                         |                                                                                                                                                                         | Equipment                                                                                                                                                                                                                                                                                                      |   |            | 59,735     | 
|                                      |  |                                                                         |                                                                                                                                                                         | Vehicles                                                                                                                                                                                                                                                                                                       |   |            | 137,774    | 
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  |                                                                         | 536,901                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                               
|                                      |  |                                                                         |                                                                                                                                                                         | Less accumulated depreciation                                                                                                                                                                                                                                                                                  |   |            | 102,279    | 
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  |                                                                         |                                                                                                                                                                         | Total                                                                                                                                                                                                                                                                                                          |   | $          | 434,622    | 
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|Note 4 - Mortgages and notes payable: |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  | Mortgages and notes payable consist of the following at March 31, 2002: |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                |   |           
|                                      |  |                                                                         | Land and land development loans collateralized by
land and land improvements prior to building activities:                                                              |                                                                                                                                                                                                                                                                                                                |   |            |           
|                                      |  |                                                                         |                                                                                                                                                                         | Whitehall Quality Homes at Edgewater Moorings
(Moorings)  interest at .75% over prime rate                                                                                                                                                                                                                  |   | $          | 4,653,569  | 
|                                      |  |                                                                         |                                                                                                                                                                         | Lely Resorts  interest at 8%                                                                                                                                                                                                                                                                                  |   |            | 1,472,000  | 
|                                      |  |                                                                         |                                                                                                                                                                         | The Heathers at Lake Jovita  interest ranging from
..75% over prime rate to 7.55%                                                                                                                                                                                                                             |   |            | 1,255,083  | 
|                                      |  |                                                                         |                                                                                                                                                                         | Waterchase  interest at 1% over prime rate                                                                                                                                                                                                                                                                    |   |            | 216,000    | 
|                                      |  |                                                                         |                                                                                                                                                                         | Unsecured note; interest at 1% over prime rate                                                                                                                                                                                                                                                                 |   |            | 140,000    | 
|                                      |  |                                                                         | Construction loans  collateralized by specific homes under
construction, interest at prime to 3% over prime; maximum
loans may not exceed $6,820,725 at March 31, 2002 |                                                                                                                                                                                                                                                                                                                |   | 4,160,959  |           
|                                      |  |                                                                         | Notes payable:                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                |   |            |           
|                                      |  |                                                                         |                                                                                                                                                                         | Collateralized by mortgage on land and buildings, interest
at 8.75% through March 26, 2006 at which time the rate
will be 3% over the weekly average yield on the five year
U.S. Treasury rate, as defined. The note is payable in
monthly installments of $3,534 including interest and is
due March 26, 2021 |   |            | 392,976    | 
|                                      |  |                                                                         |                                                                                                                                                                         | Collateralized by computer equipment loader and vehicles
with interest ranging from 5.9% to 10.5%, payable $3,570
per month as of March 31, 2002                                                                                                                                                               |   |            | 110,638    | 
|                                      |  |                                                                         |                                                                                                                                                                         | Collateralized by a second trust deed on lots payable
when sold with interest at 12% payable monthly, due
December 30, 2002                                                                                                                                                                                    |   |            | 389,496    | 
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               
|                                      |  |                                                                         |                                                                                                                                                                         | Total                                                                                                                                                                                                                                                                                                          |   | $          | 12,790,721 | 
|                                      |  |                                                                         |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                               

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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4  Mortgages and notes payable (concluded):

Principal payment requirements on mortgages and notes payable in years
subsequent to March 31, 2002 and thereafter are as follows:

|            |       |        |           |            | 
|----------- | ----- | ------ | --------- | ---------- | 
|Year Ending |       |        |           |           
|March 31,   |       | Amount
|            |       |       
|2003        |       | $      | 7,154,410 |           
|2004        |       |        | 566,791   |           
|2005        |       |        | 4,688,928 |           
|2006        |       |        | 25,839    |           
|2007        |       |        | 11,826    |           
|Thereafter  |       |        | 342,927   |           
|            |       |        |           |           
|            | Total |        | $         | 12,790,721 | 
|            |       |        |           |           

Note 5  Joint venture:

The Company entered into a Limited Partnership Agreement (the
Agreement) for the purpose of developing and selling the Moorings, a
136 single-family con-dominium development. The Agreement requires the
Company to contribute $1 to the joint venture and to act as the
general partner. The Company has the exclusive authority as to the
management and development of the project. During November 2001, the
Companys joint venture partner contributed $2,500,000 to the joint
venture. The Companys joint venture partner is the limited partner
and in return is entitled to receive a preferred profit distribution
up to a maximum return on its investment of $2,500,000. During the
year ended March 31, 2002, the Moorings recognized a loss of $135,398,
all of which was allocated to the Limited Partner in proportion to its
initial capital contribution.

As a result of the aforementioned agreement, the Company was able to
obtain an additional line of credit in the amount of $6,500,000 that
is being utilized to fund the initial development costs of the joint
venture project.

Note 6  Preferred stock:

As of March 31, 2002, the Company was authorized to issue up to
100,000,000 shares of Series A preferred stock and up to 2,500,000
shares of Series B preferred stock each with a par value of $.10 per
share. Each series of stock may be issued with dividend rates,
conversion rights, voting rights and other terms and preferences to be
determined by the Companys Board of Directors, subject to certain
limitations set forth in the Companys Articles of Incorporation.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6  Preferred stock (concluded):

On March 29, 2001, the Board of Directors authorized the issuance of
2,061,946 shares of Series A preferred stock, at a value of $.30 per
share, to its principal stockholder in order to satisfy its remaining
obligation to its principal stockholder of $618,585. The preferred
shares will have a two-for-one conversion feature to common stock, as
well as, rights to dividends, rights with respect to liquidation and
other rights equivalent to those of holders of the Companys common
stock including one vote for each share held on all matters to be
voted on by the Companys stockholders. Then on January 14, 2002, the
Companys Board of Directors approved the principal stockholders
request to convert his 2,061,946 shares of Series A preferred stock
into 4,123,892 shares of common stock.

On February 15, 2002, the Companys Board of Directors approved the
amendment of the Companys Articles of Incorporation authorizing the
issuance of 2,500,000 Series B preferred stock with a three-for-one
conversion feature to common stock, as well as, rights to dividends,
rights with respect to liquidation and other rights equivalent to
those of holders of the Companys common stock including one vote for
each share held on all matters to be voted on by the Companys
stockholders. Such shares are to be sold in a private placement, which
commenced during March 2002, on a best efforts basis at $2 per share,
through August 15, 2002, unless extended. The Company plans to utilize
any proceeds from this offering to fund future developments as well as
for working capital purposes. As of March 31, 2002, the Company has
deferred and included in other assets approximately $41,000 of
incremental cost relating to this offering and through May 16, 2002,
have been in discussion with various accredited investors and
broker/dealers in regards to the aforementioned private placement, but
have not closed on any units.

Note 7  Income taxes:

The provision for income taxes in 2002 and 2001 consisted of the
following:

|         |          |        |   |         |        |      |   |          |         | 
|-------- | -------- | ------ | - | ------- | ------ | ---- | - | -------- | ------- | 
|         |          |        |   | 2002    |        | 2001
|         |          |        |   |         |        |      |   |         
|Federal: |          |        |   |         |        |      |   |         
|         | Current  |        | $ | 125,900 |        |      | $ | 360,600  |        
|         | Deferred |        |   | (54,200 | )      |      |   | (116,500 | )      
|         |          |        |   |         |        |      |   |         
|         |          | Totals |   |         | 71,700 |      |   |          | 244,100 | 
|         |          |        |   |         |        |      |   |         
|State:   |          |        |   |         |        |      |   |         
|         | Current  |        |   | 21,300  |        |      |   | 59,700   |        
|         | Deferred |        |   | (8,800  | )      |      |   | (20,800  | )      
|         |          |        |   |         |        |      |   |         
|         |          | Totals |   |         | 12,500 |      |   |          | 38,900  | 
|         |          |        |   |         |        |      |   |         
|         |          | Totals |   | $       | 84,200 |      |   | $        | 283,000 | 
|         |          |        |   |         |        |      |   |         

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7  Income taxes (concluded):

The provisions for income taxes in 2002 and 2001 differ from the
provisions computed using the Federal statutory rate of 34% and the
Companys income before income taxes as a result of the following:

|                                             |                                                 |  |      |    |      |  |    |   | 
|-------------------------------------------- | ----------------------------------------------- |  | ---- | -- | ---- |  | -- | - | 
|                                             |                                                 |  | 2002 |    | 2001
|                                             |                                                 |  |      |    |     
|Expected provision at Federal statutory rate |                                                 |  | 34   | %  |      |  | 34 | %
|Effect of:                                   |                                                 |  |      |    |      |  |    |  
|                                             | State income taxes, net of Federal income taxes |  |      | 4  |      |  |    | 6 | 
|                                             | Other                                           |  |      | (1 | )    |  |    |   | 
|                                             |                                                 |  |      |    |      |  |    |  
|Effective tax rate                           |                                                 |  | 37   | %  |      |  | 40 | %
|                                             |                                                 |  |      |    |      |  |    |  

As of March 31, 2002, deferred tax liabilities were attributable to
temporary differences related to different book and tax basis in the
land development cost.

Note 8  Employee benefit plan:

Effective March 1, 2001, the Company adopted a defined contribution
401(k) plan that allows employees to defer a portion of their
salaries for tax purposes through contributions to the plan. The
Company contributes an amount equal to 3% of the employees salaries.
Company contributions to the plan amounted to approximately $16,000
in 2002. The Companys contributions during the year ended March 31,
2001 were not material.

Note 9  Related party transactions:

During the year ended March 31, 2001, the Company charged management
fees of $56,678 to related parties and had commission income from
these related parties of $7,071.

During the year ended March 31, 2001, the Company incurred interest
charges of $43,301 that was forgiven on the note payable -
stockholder.

Note 10  Lease commitments:

The Company leases equipment under operating leases expiring through
2005. Minimum lease payments under the noncancelable operating leases
in years subsequent to March 31, 2002 are as follows:

|            |       |   |       
|----------- | ----- | - | ------
|Year Ending |       |   |       
|March 31,   |       |   | Amount
|            |       |   |       
|2003        |       | $ | 43,330
|2004        |       |   | 37,404
|2005        |       |   | 17,804
|            |       |   |       
|            | Total |   | $     
|            |       |   |       

Rent expense amounted to $52,054 and $35,390 for the years ended March
31, 2002 and 2001, respectively.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11  Stock option plan:

In March 2001, the Companys Board of Directors approved, subject to
ratification by the stockholders, the Companys Stock Option Plan (the
Plan) whereby options for the purchase of up to 5,000,000 shares of
the Companys common stock may be granted to key personnel in the form
of incentive stock options and nonqualified stock options, as defined
under the Internal Revenue Code. Key personnel eligible for these
awards include employees of the Company, consultants to the Company
and nonemployee directors of the Company. Under the Plan, the exercise
price of all options must be at least 100% of the fair market value of
the Companys common shares on the date of grant (the exercise price
of an incentive stock option granted to an optionee that holds more
than 10% of the combined voting power of all classes of stock of the
Company must be at least 110% of the fair market value of the date of
grant). The maximum term of any stock option granted may not exceed
ten years from the date of grant and options generally vest over three
years. As of March 31, 2002, no stock options have been granted under
the Plan.

Note 12  Consulting agreements:

Andrews & Associates, Inc.:

The Company has a five-year consulting agreement with Andrews &
Associates, Inc., a company in which one of its stockholders is an
officer, director and stockholder of the Company. The agreement,
which contains a three-year renewal option, presently provides for
consulting services at an annual fee of $115,000 in the areas of
sales and marketing, land acquisition and development and finance.
The aforementioned agreement provides for the following payments in
years subsequent to March 31, 2002: $115,000 in 2003 and 2004 and
$24,000 in 2005.

Loan Star Consulting, Inc.:

During February 2000, the Company entered into a consulting
agreement, as amended, with Loan Star Consulting, Inc. (Loan Star)
which commenced on October 1, 2000. 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 of $4,000 per month. Lone Star is to
provide advisory services with respect to mergers, acquisitions,
corporate finance, joint ventures and other corporate matters. In
addition, if the Company enters into a transaction with any party
introduced by Lone Star, the Company is required to pay in cash a
finders fee to Lone Star in an amount equal to 5% of the gross
value of the transaction, as well as issuing them 178,920 shares of
the Companys common stock. During April 2001, the Company issued
Loan Star the initial 178,920 shares of common stock.

F-14



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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13  Employee stock plan:

On June 14, 2000, the Company adopted an employee stock plan whereby
the Company will issue 500 shares of common stock to each employee
upon completing six months of service, an additional 1,000 shares of
common stock upon completing eighteen months and twenty-four months
of service, respectively, for a total of 2,500 shares of common
stock if the employee completes twenty-four months of service.
During the years ended March 31, 2002 and 2001, the Company issued
16,500 and 5,500 shares of common stock having values of $5,040 and
$990, respectively, under the employee stock plan.

Note 14  Subsequent event:

On June 5, 2002, the Companys principal
stockholder advanced the Company
$500,000 in order to fund certain construction costs associated with
the Moorings at Lakewood Ranch project. The advance is currently
non-interest bearing and due on demand until such time as the Company
and its principal stockholder can finalize the actual terms of the
advance.

* * *

F-15



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                
|NUMBER  |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                
|3.1     |  | Articles of Incorporation of the Registrant*                                                                                                                                                                                                                                                                   
|3.2     |  | Bylaws of the Registrant*                                                                                                                                                                                                                                                                                      
|3.3     |  | Articles of Amendment to Articles of Incorporation                                                                                                                                                                                                                                                             
|3.4     |  | Articles of Amendment to Articles of Incorporation                                                                                                                                                                                                                                                             
|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.*                                                                                                                                                                                                                       
|10.4    |  | Limited Partnership Agreement dated January, 2001 between Whitehall Homes at Edgewater
Moorings, Inc. and Edgewater One LLC                                                                                                                                                                                    
|21.1    |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                



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