UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

         (Mark One)

         [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

         [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______  to _______

Commission file number 000-49993

                           HAMPTONS LUXURY HOMES, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

               Delaware                                      11-3320705
------------------------------------------------     ---------------------------
   (State or other jurisdiction of incorporation          (I.R.S. Employer
                 or organization)                        Identification No.)

                  PO Box 871
               367 Butter Lane
            Bridgehampton, New York                             11932
------------------------------------------------     ---------------------------
    (Address of principal Executive Offices)                  (Zip Code)

                    Issuer's Telephone Number: 631- 537-1600

Securities registered under Section 12(b) of the Act:
                  None

Securities registered under Section 12(g) of the Act:
                  Common Stock par value $.001 per share
Check whether the issuer (1) has 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 filing requirements for the past 90 days.
Yes         No  X
   -------     ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained in this form and will not 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 year: $29,530 as of December 31,
2003.


The number of shares outstanding of each of the Registrant's classes of common
stock, as of June 30, 2005 is 32,210,000 shares, all of one class, $.0001 par
value per share. Of this number, 2,210,000 shares were held by non-affiliates of
the Registrant.

<PAGE>

The Company's common stock has not traded on the OTCBB or any national exchange
and accordingly, there is no aggregate "market value" to be indicated for such
shares. The "value" of the 2,210,000 shares held by non-affiliates, based upon
the book value as of December 31, 2004 is $1,073.


*Affiliates for the purpose of this item refers to the Registrant's officers and
directors and/or any persons or firms (excluding those brokerage firms and/or
clearing houses and/or depository companies holding Registrant's securities as
record holders only for their respective clienteles' beneficial interest) owing
5% or more of the Registrant's common stock, both of record and beneficially.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes__________No_________ NOT APPLICABLE



                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are herewith incorporated by reference: NONE

Transitional Small Business Disclosure Format
[  ] Yes  [  ] No
                                     PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain matters discussed in this annual report on Form 10-KSB
are forward-looking statements. Such forward-looking statements contained in
this Form 10-KSB involve risks and uncertainties, including statements as to:

          o    our future operating results,
          o    our business prospects,
          o    our  contractual   arrangements  and  relationships   with  third
               parties,
          o    the dependence of our future success on the general economy,
          o    our possible financings, and
          o    the adequacy of our cash resources and working capital.

         These forward-looking statements can generally be identified as such
because the context of the statement will include words such as we "believe,"
"anticipate," "expect," "estimate" or words of similar meaning. Similarly,
statements that describe our future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which are described in close proximity to such
statements and which could cause actual results to differ materially from those
anticipated as of the date of this Form 10-KSB. Shareholders, potential
investors and other readers are urged to consider these factors in evaluating
the forward-looking statements and are cautioned not to place undue reliance on
such forward-looking statements. The forward-looking statements included herein
are only made as of the date of this report and we undertake no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.

                                       2

<PAGE>

         We are attempting to become current with respect to our reporting
requirements under the Securities Exchange Act of 1934, as amended (the "34
Act"), so that we may have the opportunity to seek to have our securities
publicly listed for trading on the OTC Bulletin Board maintained by the National
Association of Securities Dealers, Inc. (the "NASD").

Item 1 - DESCRIPTION OF BUSINESS

         The Company was incorporated as Southampton Partners, Inc. pursuant to
the General Corporation Law of the State of Delaware on May 15, 1996, and our
principal office is in Bridgehampton, New York. We were formed for the initial
purpose of engaging in computer software publishing and reselling, also known as
"shareware." However, lack of funds made it impossible for us to establish
business operations and we became inactive. Our corporate charter was revoked on
March 1, 1998 by the State of Delaware for our failure to pay required taxes and
for lack of a registered agent. We corrected the problems and filed a
Certificate of Renewal and Revival of Certificate of Incorporation pursuant to
Section 312 of the General Corporation Law of the State of Delaware, resulting
in the reinstatement of our corporate charter on January 15, 1999.

         For the years ended December 31, 2001 and 2002 we were inactive with no
revenues whatsoever.

         The following information which would otherwise not appear in the Form
10-KSB had it been timely filed is provided solely to provide a summarized
update as to events occuring passed December 31, 2002.

         We remained inactive until December 2003 at which time we entered into
agreements to construct nine homes for an aggregate purchase price of
$2,125,000. We intend to use an outside contractor affiliated with our president
and chief financial officer to assist in the supervision of the construction.
Construction of these homes is expected to start in the summer/fall of 2005 if
all required permits are obtained and be completed late in the first half of
2006. Prior to starting construction, the customer needs to secure financing and
numerous permits and approvals. As of May 2005, the customer had received a
commitment for financing from Suffolk County National Bank and the permit
process is underway. We will receive payments for work as performed.

         In December 2003, we hired a president, Roy Dalene, and chief financial
officer, Frank Dalene, both of whom have had significant experience in the
construction industry and also are affiliated with the company that will be our
primary subcontractor for building the homes covered by existing contracts. In
2005 we entered into two contracts to manage the construction of homes. These
contracts can result in earnings to us of $115,000 if completed according to
plan.

         In December 2003, we paid $2,000 to become an independent dealer of The
Barden & Robeson Corporation. Barden is a custom panelized manufacturer which
supplies materials for the housing and light industrial industries. Barden makes
products for framing and roofing, as well as interior trim and cabinetry
products. We earned our first commissions relating to the sale of Barden
products in August 2004. All of our revenue in 2004 relates to the Barden
dealership.

         In October 2003, we changed our name to Hamptons Luxury Homes, Inc.

                                       3

<PAGE>

Employees

          At June 30, 2005, we had two employees, neither of whom is currently
serving in a fulltime capacity.

Item 2 - DESCRIPTION OF PROPERTY

         We operate out of office space provided by our president and chief
financial officer at no cost to us. No lease agreement exists.

Item 3 - LEGAL PROCEEDINGS

         We are not involved in any litigation.

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

Part II

Item 5 - MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

         The Company became subject to Securities Exchange Act Reporting
Requirements in 2000. There is no current public market for the shares of our
common stock. No symbol has been assigned for our securities, and our securities
have not been listed or quoted on any Exchange to date. There can be no
assurance that a liquid market for our securities will ever develop. Transfer of
our common stock may also be restricted under the securities or blue sky laws of
various states and foreign jurisdictions. Consequently, investors may not be
able to liquidate their investments and should be prepared to hold the common
stock for an indefinite period of time.

         We have never paid any cash dividends on shares of our common sock and
do not anticipate that we will pay dividends in the foreseeable future. We
intend to apply any earnings to fund the development of our business. The
purchase of shares of common stock is inappropriate for investors seeking
current or near term income.

         As of the close of business on June 30, 2005, there were 118
stockholders of record of our common stock, and 32,210,000 shares were issued
and outstanding.


         We have never repurchased any of our equity securities.

                                       4

<PAGE>

Quoting and Trading of our Common Stock

         There is no established trading market for our common stock.
Application will be made to quote the shares of our common stock on the OTCBB.
There can be no assurance as to whether our application will be accepted or, if
accepted, the prices at which our common stock will trade if a trading market
develops, of which there can be no assurance. Until our common stock is fully
distributed and an orderly market develops, if ever, the price at which it
trades is likely to fluctuate significantly. Prices for our common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for shares of our common stock,
developments affecting our business generally, including the impact of the
factors referred to in "Risk Factors," investor perception and general economic
and market conditions. No assurances can be given that an orderly or liquid
market will ever develop for the shares of our common stock.

General Market Risks

         There is no public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions.
Consequently, investors may not be able to liquidate their investments and
should be prepared to hold the common stock for an indefinite period of time.

         The market price for our common stock, if publicly traded, is likely to
be highly volatile and subject to wide fluctuations in response to factors, many
of which are beyond its control, including the following:

     o    actual or anticipated variations in quarterly operating results;
     o    announcements  by is or our  competitors of significant  acquisitions,
          strategic partnerships, joint ventures or capital commitments;
     o    additions or departures of key personnel;
     o    sales or issuances of additional shares of common stock; and
     o    potential litigation or regulatory matters.

         The market prices of the securities of microcap companies have been
especially volatile. Broad market and industry factors may adversely affect the
market price of our common stock, regardless of our actual operating
performance. In the past, following periods of volatility in the market price of
their stock, many companies have been the subject of securities class action
litigation. A stockholder lawsuit could result in substantial costs and a
diversion of management's attention and resources and would adversely affect our
stock price.

                                       5

<PAGE>


         The sale or availability for sale of a substantial number of shares of
our common stock in the public market pursuant to Rule 144 under the Securities
Act of 1933 or otherwise, could materially adversely affect the market price of
the common stock and could impair the company's ability to raise additional
capital through the public or private sale of its securities. The 32,210,000
shares of common stock are "restricted securities," as that term is defined in
Rule 144 and may, under certain circumstances, be sold without registration
under the Securities Act of 1933. The availability of Rule 144 to the holders of
our restricted securities would be conditioned on, among other factors, the
availability of certain public information concerning us. "Restricted
Securities" as referred to herein may be principally defined as indicated in the
Securities Act of 1933, Rule 144(a)(3) "Definitions":

                  "Securities acquired directly or indirectly from the issuer,
                  or from an affiliate of the issuer, in a transaction or chain
                  of transactions not involving any public offering."

We have 200,000,000 authorized shares of common stock of which 32,210,000 are
currently outstanding. The board of directors, without stockholder approval,
could issue up to 167,790,000 shares of common stock upon whatever terms it
determines to whomever it determines, including persons or entities that would
help our present management.


Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

         Information set forth herein contains "forward-looking statements"
which can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "should" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology, or by discussions of
strategy. No assurance can be given that the future results covered by the
forward-looking statements will be achieved. We caution readers that important
factors may affect our actual results and could cause such results to differ
materially from forward-looking statements made by or on our behalf. Such
factors include, but are not limited to, changing market conditions, the impact
of competitive services, products, pricing, acceptance of our services and/or
products and other risks set forth herein and in other filings that we have made
with the Securities and Exchange Commission.

                                       6

<PAGE>

Operations

         For the years ended December 31, 2001 and 2002 we were inactive with no
revenues whatsoever and remained inactive until December 2003. The following
information which would otherwise not appear in the Form 10-KSB had it been
timely filed is provided solely to provide a summarized update as to events
occuring passed December 31, 2002.

         In December 2003, we entered into signed contracts covering the
construction of nine homes for a total price of $2,125,000. In 2005 we entered
into two contracts to manage the construction of homes. These contracts will
result in earnings to us of $115,000 if completed according to plan. As a
company we have no experience in home construction and will engage an outside
contractor to supervise the construction which will take place in Southampton
Township on Long Island. Construction of these homes is expected to start in the
summer/fall of 2005 if all required permits are obtained and be completed in the
first half of 2006. Prior to starting construction, the customer needs to secure
financing and numerous permits and approvals are required. As of May 2005, the
customer had received a commitment for financing from Suffolk County National
Bank and the permit process was underway. We received a cash payment of $11,016
in December 2003 to cover upfront and planning costs of the project and will
receive payments for work as performed In December 2003, we hired a president
and chief financial officer, both of whom have had significant experience in the
construction industry (see Part III, Item 9) and also are affiliated with the
company that will be our primary subcontractor for building the homes covered by
existing contracts.

          In December 2003, we paid $2,000 to become an independent dealer of
The Barden & Robeson Corporation. Barden is a custom panelized manufacturer
which supplies materials for the housing and light industrial industries. Barden
makes products for framing and roofing, as well as interior trim and cabinetry
products. We earned our first commissions relating to the sale of Barden
products in August 2004. All of our revenue in 2004 relates to the Barden
dealership.

         We incurred total expenses of $10,449 in December 2003, consisting
principally of professional fees ($5,000) and expenses paid to officers and
consultants. We satisfied certain obligations to our past and present officers,
our consultants and counsel by the issuance of 31,209,900 shares of our common
stock. The issuance of these shares was recorded at par value.

                                       7

<PAGE>

         We are subject to the reporting requirements of the Exchange Act of
'34. As a result, we will incur ongoing expenses associated with the
professional fees for accounting, legal and a host of other expenses including
annual reports and proxy statements. We estimate that these costs will range up
to $75,000 per year for the next few years and will be higher if our business
volume and activity increases. These obligations will reduce our ability and
resources to fund other aspects of our business. We hope to be able to use our
status as a public company to increase our ability to use noncash means of
settling obligations, acquire land and compensate independent contractors,
although there can be no assurances that we will be successful in any of those
efforts.

Risk Factors

We are an early stage company with minimal operating history.

         We have never generated significant revenues and have no assets.
Therefore, we have insufficient operating history upon which an evaluation of
our future performance and prospects can be made. Our future prospects must be
considered in light of the risks, expenses, delays, problems and difficulties
frequently encountered in the establishment of a new business. An investor in
our common stock must consider the risks and difficulties frequently encountered
by early stage companies operating in new and competitive markets. These risks
include:

     o    competition  from  entities  that are much more  established  and have
          greater financial and technical resources than do we;

     o    need to develop infrastructure;

     o    ability to access and obtain capital when required; and

     o    dependence upon key personnel.

         We cannot be certain that our business strategy will be successful or
that we will ever be able to commence revenue generating activities.
Furthermore, we believe that it is possible that we will incur operating losses
and negative cash flow for the foreseeable future.

We have no financial resources, and our auditors' report states that there is
substantial doubt about our ability to continue as a going concern.

         We have no financial resources. Our auditors state in their opinion on
our financial statements that this lack of resources causes substantial doubt
about our ability to continue as a going concern. No assurances can be given
that we will generate sufficient revenue or obtain necessary financing to
continue as a going concern.

We have contracts to perform work in an area of business in which we have
limited meaningful experience.

                                       8

<PAGE>

          We have contracts to construct nine homes and perform management
services for other construction projects. As a company, we have never been
engaged in home building. Although our current management team has experience in
the construction industry, we will be heavily reliant on subcontractors to
complete much of the required work. We can give no assurances that the
subcontractors will be successful in completing the work or that the required
work will be performed in a profitable manner. If the work is not completed on
time in a profitable manner, we lack the resources to correct material problems.
If problems do arise that require the expenditure of additional funds, that
requirement may require us to cease operations.


We will need financing which may not be available.

         We have not established a source of equity or debt financing. We will
require financing to establish our business and implement our strategic plan if
we are unable to generate significant revenue generating contracts. There can be
no assurance that financing will be available or found. If we are unable to
obtain financing, we may not be able to attain profitable operations.

         If we are unable to obtain financing or if the financing we do obtain
is insufficient to cover any operating losses that we may incur, we may
substantially curtail or terminate our operations or be required to seek other
business opportunities through strategic alliances, acquisitions or other
arrangements that may dilute the interests of existing stockholders.

Shareholders may be diluted significantly through our efforts to obtain
financing and satisfy obligations.

         We have no committed source of financing. Wherever possible, we will
attempt to use noncash consideration to satisfy obligations. In many instances,
we believe that the noncash consideration may consist of shares of our stock. In
addition, if a trading market develops for our common stock, we may attempt to
raise capital by selling shares of our common stock, possibly at a discount to
market. These actions will result in dilution of the ownership interests of
existing shareholders, and that dilution may be material.

Our board of directors is authorized to issue substantial additional shares of
stock, which would dilute the ownership of our stockholders.

         We are authorized to issue up to 200,000,000 shares of common stock,
par value $.001 per share. Our board of directors also has authority, without
action or vote of the shareholders, to issue all or part of the authorized but
unissued shares (167,790,000). Any such issuance will dilute the percentage
ownership of shareholders and may further dilute the book value of the common
stock. Such issuances may also serve to enhance existing management's ability to
maintain control of the Company.

We will be heavily dependent on the services of Roy Dalene and Frank Dalene.

         Our business strategy is completely dependent upon the knowledge and
business contacts of Roy Dalene, our president and Frank Dalene, our vice
president and chief financial officer, each of whom assumed their positions in
December 2003. If we were to lose the services of Roy and/or Frank Dalene, it is
unlikely that we would be able to implement our business plan of constructing
homes even if some financing is obtained.

                                       9

<PAGE>

We will need to engage and retain qualified employees and contractors to
implement our strategy.

         We will have to locate, engage and retain qualified and experienced
professionals to undertake the work required under contracts obtained by us. If
we are unable to attract experienced industry professionals, it is unlikely that
we will be able to generate a material amount of revenue. No assurances can be
given that we will be able to locate, engage or retain qualified industry
professionals.

Substantially all of our construction contracts are with a single customer.

         We currently have contracts to build nine homes for an aggregate sales
price of $2,125,000 and two contracts to manage the construction of homes. These
management contracts will result in earnings to us of $115,000 if completed
according to plan. There are no assurances that we will be successful in
completing existing contracts or obtaining additional contracts.

Our articles of incorporation provide for indemnification of officers and
directors at our expense and limit their liability.

         Our articles of incorporation and applicable Delaware law provide for
the indemnification of our directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company. We will also bear the
expenses of such litigation for any of our directors, officers, employees, or
agents, upon such person's promise to repay us therefore if it is ultimately
determined that any such person shall not have been entitled to indemnification.
This indemnification policy could result in substantial expenditures by us which
we will be unable to recoup.

The trading price of our common stock is likely to be subject to significant
fluctuations

         There can be no assurance as to the prices at which our common stock
will trade, if any trading market develops at all. Until our common stock is
fully distributed and an orderly market develops in our common stock, if ever,
the price at which such stock trades may fluctuate significantly and may be
lower or higher than the price that would otherwise be expected for a fully
distributed issue. Prices for our common stock will be determined in the
marketplace and may be influenced by many factors, including:

     o    the depth and liquidity of the market for our common stock,

     o    developments   affecting  the  business  of  Hamptons   Luxury  Homes
          generally  and the  impact  of  those  factors  referred  to  below in
          particular,

     o    investor perception of Hamptons Luxury Homes, and

     o    general economic and market conditions.

                                       10
<PAGE>

No assurance can be given that an orderly trading market or any trading market
will ever develop for our stock.

Our common stock has no prior trading market or liquidity, and there can be no
assurances that any trading market will develop.

         As of June 30, 2005, there has not been any public or established
trading market for our common stock. We will seek to have a market maker file an
application with the NASD on our behalf to quote the shares of our common stock
on the OTC Bulletin Board ("OTCBB") maintained by the NASD. There can be no
assurance as to whether such market maker will agree to make such a filing or,
if it does, whether the application will be accepted or, if accepted, the prices
at which our common stock will trade if a trading market develops, of which
there can be no assurance. We are not permitted to file such application on our
own behalf. If the application is accepted, we cannot predict the extent to
which investor interest in the Company will lead to the development of an
active, liquid trading market. Active trading markets generally result in lower
price volatility and more efficient execution of buy and sell orders for
investors.

         In addition, our common stock is unlikely to be followed by any market
analysts, and there may be few if any institutions acting as market makers for
the common stock. Either of these factors could adversely affect the liquidity
and trading price of our common stock. Also, the stock market in general has
experienced extreme price and volume volatility that has especially affected the
market prices of securities of many companies. At times, this volatility has
been unrelated to the operating performance of particular companies. These broad
market and industry fluctuations may adversely affect the trading price of the
common stock, regardless of our actual operating performance.

If a market develops for our shares, rule 144 sales may depress prices in that
market.

         All 32,210,000 outstanding shares of common stock held by present
stockholders, 30,000,000 are "restricted securities" within the meaning of Rule
144 under the Securities Act of 1933, as amended. Of the restricted shares,
1,000,100 were issued in 1997 and the remainder were issued in December 2003.

         As restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the 1933 Act and as required under
applicable state securities laws. Rule 144 provides in essence that a person who
has held restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a number of
shares that does not exceed 1.0% of a company's outstanding common stock The
alternative average weekly trading volume during the four calendar weeks prior
to the sale will not be available to our shareholders being that the OTCBB (if
and when listed for trading) is not an "automated quotation system" and,
accordingly, market based volume limitations are not available for securities
quoted only over the OTCBB. As a result of revisions to Rule 144 which became
effective on or about April 29, 1997, there is no limit on the amount of
restricted securities that may be sold by a non-affiliate (i.e., a stockholder
who is not an officer, director or control person of the Company) after the
restricted securities have been held by the owner for a period of two years. In
our case this 2 year (Rule 144k) holding period currently applies to 210,000
shares of our common stock and will apply to a further 2,000,000 shares on
December 11, 2005. A sale under Rule 144 or under any other exemption from the
1933 Act, if available, or pursuant to subsequent registrations of shares of
common stock of present stockholders, may have a depressive effect upon the
price of the common stock in any market that may develop.  Accordingly, are
available for re-sale pursuant to Rule 144 in January 2005 provided that the
Company is current with respect to its 1934 Act reporting requirements.

                                       11

<PAGE>

Any market that develops in shares of our common stock will be subject to the
penny stock restrictions

         Until our shares of common stock qualify for inclusion in the NASDAQ
system, if ever, the trading of our securities, if any, will be in the
over-the-counter markets which are commonly referred to as the "pink sheets" or
on the OTCBB. As a result, an investor may find it difficult to dispose of, or
to obtain accurate quotations as to the price of, our securities.

         SEC Rule 15g-9 establishes the definition of a "penny stock," for
purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to a limited number of exceptions. It is likely that our shares will be
considered to be penny stocks for the immediately foreseeable future. For any
transaction involving a penny stock, unless exempt, the penny stock rules
require that a broker or dealer approve a person's account for transactions in
penny stocks and the broker or dealer receive from the investor a written
agreement to the transaction setting forth the identity and quantity of the
penny stock to be purchased.

         In order to approve a person's account for transactions in penny
stocks, the broker or dealer must obtain financial information and investment
experience and objectives of the person and make a reasonable determination that
the transactions in penny stocks are suitable for that person and that person
has sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.

         The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the SEC relating to the penny
stock market, which, in highlight form, sets forth:

     o    the  basis  on  which  the  broker  or  dealer  made  the  suitability
          determination, and

     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in
both public offerings and in secondary trading and commissions payable to both
the broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

"Blue Sky" laws of the various states may further reduce the liquidity of our
shares in any market that may develop.

                                       12

<PAGE>

         Because the securities registered hereunder have not been registered
for resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop in
the future, should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities. Accordingly, investors should consider
the secondary market for our securities to be a limited one.

There are significant potential conflicts of interest

         Neither of our key personnel (two persons) is required to commit full
time to our affairs and, accordingly, these individuals may have conflicts of
interest in allocating management time among various business activities. In the
course of other business activities, our president or chief financial officer
may become aware of business opportunities which may be appropriate for
presentation to us, as well as the other entities with which they are
affiliated. As such, there may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.

     In an effort to resolve such potential conflicts of interest the following
oral agreements have been entered into with our president and chief financial
officer:

     o    any business opportunities that they may become aware of independently
          or directly  through their association with us (as opposed to
          disclosure to them of such business opportunities by management or
          consultants associated with other businesses with which they are
          affiliated) would be presented by them solely to us;

     o    any  business  opportunities  disclosed to them by the  management  of
          other businesses with which they are associated would not be presented
          by them to us,  unless and until the other  business  passed  upon and
          approved such referral: and

     o    any  business  opportunities  disclosed  to  them by us  would  not be
          presented by them to other  businesses with which they are associated,
          unless and until passed upon and approved such referral.

         In the event that the same business opportunity is presented to them by
both us and one of the other businesses with which they are involved, they shall
render their services to the entity that first disclosed such business
opportunity to them.


         For all of the foregoing reasons and others set forth herein, an
investment in Hamptons Luxury Homes. Inc.'s securities involve a high degree
of risk. Any person considering an investment in such securities should be aware
of these and other risk factors set forth in this Form 10-KSB.

                                       13

<PAGE>

New Accounting Pronouncements

         In June 2003, the Securities and Exchange Commission ("SEC") adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404").
Commencing with our annual report for the year ended December 31, 2006, we will
be required to include a report of management on our internal control over
financial reporting. The internal control report must include a statement

     o    of  management's   responsibility  for  establishing  and  maintaining
          adequate internal control over our financial reporting;

     o    of  management's  assessment  of the  effectiveness  of  our  internal
          control over financial reporting as of year end;

     o    of the framework used by management to evaluate the  effectiveness  of
          our internal control over financial reporting; and

     o    that our independent  accounting firm has issued an attestation report
          on  management's  assessment  of our internal  control over  financial
          reporting, which report is also required to be filed.

         In December 2004, the FASB issued FASB SFAS No. 123 (revised 2004),
Share-Based Payment, which is a revision of SFAS No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of
Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the
approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
the Company in the fiscal year ended December 31, 2006. The Company has not yet
assessed the impact on future operations of adopting this new standard.

Critical Accounting Policies

Construction Revenue Recognition. As discussed in our financial statements,
housing and other real estate sales are recognized when title passes to the
buyer and all of the following conditions are met: a sale is consummated, a
significant down payment is received, the earnings process is complete and the
collection of any remaining receivables is reasonably assured. The percentage of
completion method is not applied.

Seasonality

         Construction business in the Northeast portion of the United States is
affected by the weather. Less work is done in winter months than is done
throughout the remainder of the year.

                                       14

<PAGE>

Item 7 - FINANCIAL STATEMENTS

         The financial statements filed as part of this Annual Report on Form
10-KSB are set forth starting on page 24.

Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

                                      NONE

Item 8A - CONTROLS AND PROCEDURES

         Messrs. Roy and Frank currently serve as our chief executive officer
and our chief financial officer, respectively (collectively, the "Certifying
Officer") and are responsible for establishing and maintaining disclosure
controls and procedures for us. They have concluded (based upon their evaluation
of these controls and procedures as of a date within 90 days of the filing of
this report) that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in this Form 10-KSB is
accumulated and communicated to management, including our principal executive
officers as appropriate, to allow timely decisions regarding required
disclosure.

         The Certifying Officers also have indicated that there were no
significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of his evaluation, and
there were no corrective actions with regard to significant deficiencies and
material weaknesses.

Item 8B - OTHER INFORMATION

None

                                    PART III

Item 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
              Our current executive officers and directors are as follows:



Name                            Age        Title
.................................................................................
Roy Dalene                      46         President, CEO and chairman of the
                                           Board of Directors
.................................................................................
Frank Dalene                    50         Vice President, Treasure, chief
                                           financial officer and director
.................................................................................

Roy Dalene - assumed each of his positions in December 2003. He is also a senior
vice president and co-founder of Telemark, Inc. (which was founded in 1980), a
construction company based in Bridgehampton, NY which will serve as our primary
subcontractor on our homebuilding contracts. Prior thereto, he was employed by
Bechtel Power Corporation. He currently serves on the Advisory Board for Custom
Builder Magazine and Custom Builder National Conference and Expo. He is active
in many civic and philanthropic endeavors and served as a judge for the ARDA
Custom Home of the Year Award. Mr. Dalene received his Bachelor of Science
degree in civil engineering from Polytechnic Institute of New York.

                                       15

<PAGE>

Frank Dalene - assumed each of his positions in December 2003. He is president
and a co-founder of Telemark, Inc. (which was founded in 1980), a construction
company based in Bridgehampton, NY which will serve as our primary subcontractor
on our homebuilding contracts. He is active in professional and civic affairs
and has served on the Advisory Board for Custom Builder Magazine and Custom
Builder National Conference and Expo. He serves as an Advisory Board member for
The American Council of Construction Consultants, Co-Chair of the Education
Committee of the Long Island Builders Institute and the Business Advisory
Council of the National Republican Congressional Committee. Mr. Dalene also
serves on the Board of Directors of the Long Island Builders Institute, the New
York State Builders Association and the National Association of Home Builders.
He is a member of the Long Island Builders Institute, New York State Builders
Association, National Association of Home Builders, and International Who's Who
of Professionals. Mr. Dalene, who is the brother of Roy Dalene, received his
Bachelor of Arts Degree from Nyack College.

NOTE: Robert Wilson, our founder, resigned from all positions held with us
effective December 10, 2003.

Board of Directors

         All directors hold office until the completion of their term of office,
which is not longer than three years, or until their successors have been
elected.

Committees of the Board of Directors

         Concurrent with having sufficient members and resources, our board of
directors will establish an audit committee and a compensation committee. The
audit committee will review the results and scope of the audit and other
services provided by the independent auditors and review and evaluate the system
of internal controls. The compensation committee will manage our stock option
plan, once established, and review and recommend compensation arrangements for
the officers. No final determination has yet been made as to the memberships of
these committees or when we will have sufficient members to establish
committees.

         All directors will be reimbursed by us for any expenses incurred in
attending directors' meetings provided that we have the resources to pay these
fees. We will consider applying for officers and directors liability insurance
if we have the resources to do so.

Conflicts of Interest

         See Risk Factor entitled "There are significant potential conflicts of
interest".
                                       16

<PAGE>


Item 10 - Executive Compensation

         No officer, director or employee has received compensation of $100,000
or more, and no director, officer or employee has a contract or commitment to
receive annual compensation in excess of $100,000.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The following table sets forth information known to us regarding
beneficial ownership of our common stock as of June 30, 2005 by:

     o    each person known or believed by us to own,  directly or beneficially,
          more than 5% of our common stock,

     o    each of our directors, and

     o    all of our officers and directors as a group.

         Except as otherwise indicated, we believe that the beneficial owners of
the common stock listed below, based on information furnished by the owners,
have sole investment and voting power over the shares.

                                       17

<PAGE>

Name and Address                                         Number of Shares
of Beneficial Owner (1)       Beneficially Owned (2)     Percent of Class(3)
-------------------           ------------------         ----------------
.................................................................................
Roy Dalene                    10,000,000(3)              31.05
.................................................................................
Frank Dalene                  10,000,000(3)              31.05
.................................................................................
Robert A. Wilson              10,000,000(3)              31.05
.................................................................................
Officers and Directors
as  a group (2 member)        20,000,000-(3)             62.09
.................................................................................

---------------------------
1.       The address for each person is P.O. Box 871, 367 Butter Lane,
         Bridgehampton, NY 11932.

2.       Unless otherwise indicated, the Company believes that all persons named
         in the table have sole voting and investment power with respect to all
         shares of the Common Stock beneficially owned by them. A person is
         deemed to be the beneficial owner of securities which may be acquired
         by such person within 60 days from the date indicated above upon the
         exercise of options, warrants or convertible securities. Each
         beneficial owner's percentage ownership is determined by assuming that
         options, warrants or convertible securities that are held by such
         person (but not those held by any other person) and which are
         exercisable within 60 days of the date indicated above, have been
         exercised.

3.       Roy Dalene and Frank Dalene each received 10,000,000 shares in December
         2003 in satisfaction of amounts due to them for services rendered. Mr.
         Wilson, who had been president and a director until December 2003, at
         which time he resigned both positions, received 9,209,900 shares in
         December 2003 for services previously rendered.

                                       18

<PAGE>

Delaware Anti-Takeover Law

         We will be subject to the provisions of Section 203 of the Delaware
General Corporation Law regulating corporate takeovers. This section prohibits,
subject to exceptions, publicly- traded Delaware corporations from engaging in a
business combination, which includes a merger or sale of more than 10% of the
corporation's assets, with any interested stockholder. An interested stockholder
is generally defined as a person who, with its affiliates and associates, owns
or, within three years before the time of determination of interested
stockholder status, owned 15% or more of a corporation's outstanding voting
securities. This prohibition does not apply if:

     o    the transaction is approved by the board of directors  before the time
          the interested stockholder attained that status;

     o    upon the closing of the  transaction  that resulted in the stockholder
          becoming an interest stockholder,  the interested stockholder owned at
          least 85% of the voting stock of the  corporation  outstanding  at the
          start of the transaction; or

     o    at or after the time the stockholder became an interested stockholder,
          the business combination is approved by the board and authorized at an
          annual or special meeting of  stockholders  by at least  two-thirds of
          the  outstanding  voting  stock  that is not  owned by the  interested
          stockholder.

         A Delaware corporation may opt out of this provision with an express
provision in its original certificate of incorporation or an express provision
in its certificate of incorporation or bylaws resulting from an amendment
approved by at least a majority of the outstanding voting shares. However, we
have not opted out of this provision. This provision of the Delaware General
Corporation Law could prohibit or delay a merger or other takeover or
change-in-control attempts and may discourage attempts to acquire us.

Shareholder Matters

         As a Delaware corporation, we are subject to the Delaware Revised
Statutes ("DRS" or "Delaware law"). Certain provisions of Delaware law create
rights that might be deemed material to our shareholders. Other provisions might
delay or make more difficult acquisitions of our stock or changes in our control
or might also have the effect of preventing changes in our management or might
make it more difficult to accomplish transactions that some of our shareholders
may believe to be in their best interests.

Dissenters' Rights. Among the rights granted under Delaware law which might be
considered as material is the right for shareholders to dissent from certain
corporate actions and obtain payment for their shares (see Delaware Revised
Statutes ("DRS") 92A.380-390). This right is subject to exceptions, summarized
below, and arises in the event of mergers or plans of exchange. This right
normally applies if shareholder approval of the corporate action is required
either by Delaware law or by the terms of the articles of incorporation.

                                       19

<PAGE>

A shareholder does not have the right to dissent with respect to any plan of
merger or exchange, if the shares held by the shareholder are part of a class of
shares which are:

     o    listed on a national securities exchange,

     o    included in the national market system by the National  Association of
          Securities Dealers, or

     o    held of record by not less than 2,000 holders.

This exception notwithstanding, a shareholder will still have a right of dissent
if it is provided for in the articles of incorporation (our certificate of
incorporation does not so provide) or if the shareholders are required under the
plan of merger or exchange to accept anything but cash or owner's interests, or
a combination of the two, in the surviving or acquiring entity, or in any other
entity falling in any of the three categories described above in this paragraph.

Inspection Rights. Delaware law also specifies that shareholders are to have the
right to inspect company records. This right extends to any person who has been
a shareholder of record for at least six months immediately preceding his
demand. It also extends to any person holding, or authorized in writing by the
holders of, at least 5% of our outstanding shares. Shareholders having this
right are to be granted inspection rights upon five days' written notice. The
records covered by this right include official copies of:

     o    the articles of incorporation, and all amendments thereto,

     o    bylaws and all amendments thereto; and

     o    a  stock  ledger  or  a  duplicate  stock  ledger,  revised  annually,
          containing the names,  alphabetically arranged, of all persons who are
          stockholders of the corporation, showing their places of residence, if
          known, and the number of shares held by them, respectively.

In lieu of the stock ledger or duplicate stock ledger, Delaware law provides
that the corporation may keep a statement setting out the name of the custodian
of the stock ledger or duplicate stock ledger, and the present and complete post
office address, including street and number, if any, where the stock ledger or
duplicate stock ledger specified in this section is kept.

Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None, except as indicated in Part I, Item 2 as relates to the
Company's office space. In addition, Frank Dalene and Roy Dalene agreed to
accept an aggregate of 20,000,000 shares of common stock in December 2003 in
consideration for amounts due to them for services rendered.

                                       20

<PAGE>

PART IV

Item 13 -  EXHIBITS



31.1   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 -
       Chief Executive Officer
31.2   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 -
       Chief Financial Officer
32.1   CERTIFICATION PURSUANT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 -
       Chief Executive Officer
32.2   CERTIFICATION PURSUANT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 -
       Chief Financial Officer



Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

All fees relating to our principal accountant ($5,000) pertained to assurance
services and EDGARIZATION of filings. The accounting firm performed to tax or
consulting services for us.











                                       21

<PAGE>

                                    *********

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                                          /s/ Roy Dalene
                                                          --------------
                                                          ROY DALENE
                                                          Title: President

                                                          Date: July 12, 2005

                                                          /s/ Frank Dalene
                                                          ----------------
                                                          FRANK DALENE
                                                          Title: Chief Financial
                                                          Officer

                                                          Date: July 12, 2005











                                       22

<PAGE>

                              FINANCIAL STATEMENTS



                                TABLE OF CONTENTS



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM....................F-2
BALANCE SHEET..............................................................F-3
STATEMENTS OF OPERATIONS...................................................F-4
STATEMENT OF STOCKHOLDERS' EQUITY..........................................F-5
STATEMENTS OF CASH FLOWS...................................................F-6
NOTES TO FINANCIAL STATEMENTS..............................................F-7



























                                       F-1

<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Hamptons Luxury Homes, Inc.
(formerly Southampton Partners, Inc.)
Bridgehampton, NY

We have audited the accompanying balance sheet of Hamptons Luxury Homes, Inc.
(formerly Southampton Partners, Inc.) as of December 31, 2002 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board in the United States. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Hamptons Luxury Homes, Inc. as
of December 31, 2002 and the results of its operations and its cash flows for
the years ended December 31, 2002 and 2001 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company is an early stage company with, among other things, no
significant operating revenues to date and an accumulated deficit which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

New York, New York                                  /s/  Sherb & Co., LLP
July 12, 2005                                       ----------------------------
                                                    Sherb & Co., LLP
                                                    Certified Public Accountants

                                       F-2

<PAGE>

                           HAMPTONS LUXURY HOMES, INC
                      (formerly Southampton Partners, Inc.)
                                  Balance Sheet
                                December 31, 2002


                                     ASSETS




TOTAL ASSETS                                                  $               -
                                                               =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY


TOTAL LIABILITIES                                             $               -
                                                                ----------------

STOCKHOLDERS' EQUITY:


Common stock at $0.0001 par value; authorized 200,000,000
    shares; 1,000,100 shares issued and outstanding                         100
Additional paid-in capital                                               14,600
Accumulated deficit                                                     (14,700)
                                                               -----------------

     Stockholders' Equity                                                     -
                                                               -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $               -
                                                               =================


   The accompanying notes are an integral part of these financial statements.

                                       F-3

<PAGE>

                           HAMPTONS LUXURY HOMES, INC.
                      (formerly Southampton Partners, Inc.)
                            Statements of Operations
                     Years Ended December 31, 2002 and 2001


                                               2002                    2001
                                         ---------------        ----------------
Revenue                                 $             -        $              -
                                         ---------------        ----------------

General and administrative                            -                       -
                                         ---------------        ----------------
Net loss                                $             -         $             -
                                         ===============        ================

Basic and diluted loss per share                   $.00                    $.00
                                         ===============        ================

Weighted average number of common
shares outstanding                            1,000,100               1,000,100
                                         ===============        ================










   The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>

                           HAMPTONS LUXURY HOMES, INC.
                      (formerly Southampton Partners, Inc.)
                        Statement of Stockholders' Equity



<TABLE>
<CAPTION>

                                                                   Additional
                                               Common stock          Paid-in     Accumulated
                                            Shares        Amount     Capital       deficit
                                      ------------- ------------- ------------- ---------------
<S>              <C>                     <C>        <C>           <C>           <C>
Balance, January 1, 2001                 1,000,100  $        100  $     14,600  $      (14,700)

Operating results for the year
   ended December 31, 2001                       -             -             -               -
                                      ------------- ------------- ------------- ---------------
Balance, December 31, 2001               1,000,100           100        14,600         (14,700)

Operating results for the year
   ended December 31, 2002                       -             -             -               -
                                      ------------- ------------- ------------- ---------------

Balance, December 31, 2002               1,000,100  $        100  $     14,600  $      (14,700)
                                      ============= ============= ============= ===============

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       F-5


<PAGE>

                           HAMPTONS LUXURY HOMES, INC.
                      (formerly Southampton Partners, Inc.)
                            Statements of Cash Flows
                     Years Ended December 31, 2002 and 2001







                                                        2002           2001
                                                 --------------- ---------------
OPERATING ACTIVITIES:

Net Cash Provided by Operating Activities                     -               -
                                                 --------------- ---------------

Investing Activities                                          -               -
                                                 --------------- ---------------

FINANCING ACTIVITIES:                                         -               -
                                                 --------------- ---------------

INCREASE IN CASH AND CASH EQUIVALENTS                         -               -

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                -               -
                                                 --------------- ---------------

CASH AND CASH EQUIVALENTS AT END OF YEAR         $            -  $            -
                                                 =============== ===============

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:
Cash Paid For:
Interest                                         $            -  $            -
                                                 =============== ===============

Income taxes                                     $            -  $            -
                                                 =============== ===============





   The accompanying notes are an integral part of these financial statements.

                                       F-6

<PAGE>

                           HAMPTONS LUXURY HOMES, Inc.
                      (formerly Southampton Partners, Inc.)

                          NOTES TO FINANCIAL STATEMENTS




NOTE 1 - ORGANIZATION

         The Company was incorporated as Southampton Partners, Inc. pursuant to
the General Corporation Law of the State of Delaware on May 15, 1996 with the
initial purpose of engaging in computer software publishing and reselling, also
known as "shareware." However, lack of funds made it impossible for it to
establish business operations, and the Company became inactive. Its corporate
charter was revoked on March 1, 1998 by the State of Delaware for failure to pay
required taxes and lack of a registered agent. It corrected the problems and
filed a Certificate of Renewal and Revival of Certificate of Incorporation
pursuant to Section 312 of the General Corporation Law of the State of Delaware,
resulting in the reinstatement of its corporate charter on January 15, 1999.
Thereafter, it remained substantially inactive until January 2004 at which time
it entered into agreements to construct nine homes for an aggregate purchase
price of $2,125,000. Construction of these homes is expected to start in the
spring of 2005 and be completed late in 2005 or the first half of 2006. Prior to
starting construction, the customer needed to secure financing and numerous
permits and approvals were required. As of May 2005, the customer received a
commitment for financing from a bank, and the permit process is underway. The
Company received a cash payment of $11,016 (recorded as unearned income on the
accompanying balance sheet) in December 2003 to cover upfront and planning costs
of the project and will receive payments for work as performed

         In December 2003, the Company paid $2,000 (recorded as an intangible
asset on the accompanying balance sheet) to become an independent dealer of The
Barden & Robeson Corporation. Barden is a custom panelized manufacturer which
supplies materials for the housing and light industrial industries. Barden makes
products for framing and roofing, as well as interior trim and cabinetry
products. We earned our first commissions relating to the sale of Barden
products in August 2004.

         In February 2005 the Company entered into two agreements to supervise
construction of homes. The homes are expected to be completed late in 2005 or
early in 2006. The Company will earn approximately $115,000 in connection with
these agreements which will be earned throughout the construction process.

         In October 2003, the Company changed its name to Hamptons Luxury
Homes, Inc.

                                       F-7

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                a.  Accounting Method

                The Company's financial statements are prepared using the
                accrual method of accounting. The Company has elected a calendar
                year end.

                b.  Provision for Taxes

                At December 31, 2002, the Company had net operating loss
                carryforwards of $14,700 that may be offset against future
                Federal taxable income through 2021. No tax benefit has been
                reported with respect to these net operating loss carryforwards
                in the accompanying financial statements because the Company
                believes that realization is not likely. Accordingly, the
                potential tax benefits of the net loss carryforwards are fully
                offset by a valuation allowance.

                The income tax benefit differs from the amount computed at the
                federal statutory rates of approximately 38% as follows:





                Income tax benefit at statutory rate $                 5,586
                Valuation allowance                                   (5,586)
                                                     ------------------------
                Total                                $                     -
                                                     ========================


                Deferred tax assets (liabilities) at December 31, 2002 are
                comprised of the following:


                Net operating loss carryforwards     $                 5,586
                Valuation allowance                                   (5,586)
                                                     ------------------------

                Net                                  $                     -
                                                     ========================



                If substantial changes in the Company's ownership should occur,
                there would be an annual limitation of the amount of net
                operating loss carryforwards that could be utilized by the
                Company.

                c.  Cash Equivalents

                The Company considers all highly liquid investments with a
                maturity of three months or less when purchased to be cash
                equivalents.

                                       F-8

<PAGE>

                d.  Estimates

                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                of assets and liabilities and disclosure of contingent assets
                and liabilities at the date of the financial statements and the
                reported amounts of revenues and expenses during the reporting
                period. Actual results could differ from those estimates.

                e.  Basic Loss Per Common Share

                Basic loss per common share has been calculated based on the
                weighted average number of shares outstanding during the period.

                f.  Impairment of Long-Lived Assets

                Long-lived assets, such as intangible assets, property and
                equipment and certain sundry assets, are evaluated for
                impairment when events or changes in circumstances indicate that
                the carrying amount of the assets may not be recoverable through
                the estimated undiscounted future cash flows from the use of
                these assets. When any such impairment exists, the related
                assets are written down to fair value.

                g.  Concentration of Credit Risk

                The Company has no off-balance-sheet concentration of credit
                risk such as foreign exchange contracts, options contracts or
                other hedging arrangements.

                All revenue in 2004 was derived from the Barden Dealership

                The Company has a contract with one customer to construct nine
                homes. Performance of this contract will result in a substantial
                percentage of revenues in 2005.

                The Company will review accounts receivable on a monthly basis
                to determine if any receivables will be potentially
                uncollectible. The Company will include any accounts receivable
                balances that are determined to be uncollectible, along with a
                general reserve based on historical collection experience, in
                the overall allowance for doubtful accounts. After all attempts
                to collect a receivable have failed, the receivable will be
                written off against the allowance. There were no accounts
                receivable at either December 31, 2002 or 2001.

                                       F-9

<PAGE>

                h.  Impact Of New Accounting Standards

                In June 2003, the Securities and Exchange Commission ("SEC")
                adopted final rules under Section 404 of the Sarbanes-Oxley Act
                of 2002 ("Section 404"). Commencing with the Company's Annual
                Report for the year ended December 31, 2006, the Company is
                required to include a report of management on the Company's
                internal control over financial reporting. The internal control
                report must include a statement of management's responsibility
                for establishing and maintaining adequate internal control over
                financial reporting for the Company; of management's assessment
                of the effectiveness of the Company's internal control over
                financial reporting as of year end; of the framework used by
                management to evaluate the effectiveness of the Company's
                internal control over financial reporting; and that the
                Company's independent accounting firm has issued an attestation
                report on management's assessment of the Company's internal
                control over financial reporting, which report is also required
                to be filed as part of the Annual Report on Form 10-KSB.

                In December 2004, the FASB issued FASB SFAS No. 123 (revised
                2004), Share-Based Payment, which is a revision of SFAS No. 123,
                Accounting for Stock-Based Compensation . SFAS No. 123(R)
                supersedes APB Opinion No. 25, Accounting for Stock Issued to
                Employees , and amends SFAS No. 95, Statement of Cash Flows.
                Generally, the approach in SFAS No. 123(R) is similar to the
                approach described in SFAS No. 123. However, SFAS No. 123(R)
                requires all share-based payments to employees, including grants
                of employee stock options, to be recognized in the income
                statement based on their fair values. Pro forma disclosure is no
                longer an alternative. The new standard will be effective for
                the Company in the fiscal year ended January 31, 2007. The
                Company has not yet assessed the impact of adopting this new
                standard.

                i.  Revenue Recognition

                The Company will recognize revenue on construction contracts
                when work has been completed and certificates of occupancy have
                been obtained and title has transferred. It will recognize
                revenue on management contracts after the work has been
                performed.

                j.  Stock Options and Warrants

                As permitted by Statement of Financial Accounting Standards No.
                123 Accounting for Stock based Compensation ("SFAS No. 123"),
                the Company has elected to measure and record compensation cost
                relative to employee stock option and warrant costs in
                accordance with Accounting Principles Board (`APB") Opinion 25,
                Accounting for Stock Issued to Employees, and related
                Interpretations and will make pro forma disclosures of net
                income and earnings per share as if the fair value method of
                valuing stock options and warrants had been applied. Under APB
                Opinion 25. compensation cost is recognized for stock options
                and warrants granted to employees when the option or warrant

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                price is less than the market price of the underlying common
                stock on the date of grant. In addition, the Company will
                provide pro forma disclosure of stock-based compensation, as
                measured under the fair value requirements of SFAS No. 123,
                Accounting for Stock-Based Compensation. These pro forma
                disclosures will be provided as required under SFAS No 148,
                Accounting for Stock-Based Compensation--Transition and
                Disclosure.

                Options and warrants issued to individuals other than employees
                or directors will be accounted for in accordance with SFAS
                No.123 which requires recognition of compensation expense for
                grants of stock, stock options, and other equity instruments
                over the vesting periods of such grants, based on the estimated
                grant-date fair values of those grants.

NOTE 3 - GOING CONCERN

         The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established sufficient revenues to cover its
operating costs to allow it to continue as a going concern. The Company has
entered into contracts to build nine homes for an aggregate price of $2,125,000
and management contracts under which it can earn $115,000 and has hired officers
who are experienced in the construction industry and will engage an independent
contractor to assist in the supervision of such construction. However, the
Company has no direct construction experience, and there are no assurances that
the contracts can be completed profitably. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.
However, it currently has no source of capital or financing if needed. If the
Company is unable to complete existing contracts profitably and then obtain
additional contracts or financing or if the revenue or financing it does obtain
is insufficient to cover any operating losses it may incur, it may substantially
curtail or terminate its operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may dilute the
interests of existing stockholders.

NOTE 4 - SHAREHOLDERS' EQUITY

Common Stock

          The holders of the Company's common stock:

     o    Have equal ratable  rights to dividends  from funds legally  available
          for  payment of  dividends  when,  as and if  declared by the board of
          directors;

     o    Are  entitled  to share  ratably  in all of the assets  available  for
          distribution to holders of common stock upon liquidation,  dissolution
          or winding up of our affairs;

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     o    Do  not  have  preemptive,   subscription  or  conversion  rights,  or
          redemption or access to any sinking fund; and

     o    Are  entitled  to one  noncumulative  vote per  share  on all  matters
          submitted to stockholders for a vote at any meeting of stockholders.

NOTE 5 - SUBSEQUENT EVENT

The Company issued 31,209,900 shares of common stock in December 2003 in
satisfaction of liabilities incurred for work performed. The issuance was
recorded at par value. All but 2,000,000 of the shares issued were issued to
current or former officers or directors.



























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