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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.



---

FORM 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended: December 31, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------

For the transition period from  to

COMMISSION FILE NUMBER 0-29027



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WHITEHALL LIMITED, INC.

(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Florida                                                        |  | 84-1092599                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

290 Cocoanut Avenue, Sarasota, Florida 34236

Address of principal executive offices

941-954-1181

(Issuers telephone number)

Not applicable

(Former name, former address and former fiscal year, if
changed since last report)



---

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 filing requirements for the past 90 days.    Yes ̈No  x

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 14,222,977

Transitional Small Business Disclosure Format (check
one):    Yes ̈No  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x



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TABLE OF CONTENTS



|                                                    |  |                                                                                             
|--------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|PART I FINANCIAL INFORMATION                       
|                                                    | 
|                                                    |  | ITEM 1. Financial Statements                                                                
|                                                    | 
|                                                    |  | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
|                                                    | 
|                                                    |  | ITEM 3. Controls and Procedures                                                             
|                                                   
|PART II                                            
|                                                    | 
|                                                    |  | ITEM 1. Legal Proceedings                                                                   
|                                                    | 
|                                                    |  | ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds                         
|                                                    | 
|                                                    |  | ITEM 3. Defaults Upon Senior Securities                                                     
|                                                    | 
|                                                    |  | ITEM 4. Submission of Matters to a Vote of Security Holders                                 
|                                                    | 
|                                                    |  | ITEM 5. Other Information                                                                   
|                                                    | 
|                                                    |  | ITEM 6. Exhibits                                                                            
|                                                   
|SIGNATURES                                         
|                                                   
|EXHIBIT INDEX                                      
|
|                                                   
|EXHIBIT 31.1 EXHIBIT 31.2 EXHIBIT 32.1 EXHIBIT 32.2
|
|
|



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##### Table of Contents

Part I

Financial Information

Item 1. Financial Statements

See financial statements beginning on page F-1

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Form 10-QSB, 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 of Financial Condition and
Results of Operations. 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 1,600 to 4,000 square feet and have purchase prices ranging from $190,000 to $1,500,000. In the past, certain of the Companys projects consisted of smaller units and were geared more to the lower-end buyer.
The current focus of the Company is on middle to higher-end homes, including luxury condominiums and townhomes in several upscale developments. 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 and more recently, two multi-family developments on the East Coast of Florida.
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.

Recent Accounting Policies:

In May 2004,
the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 was effective for interim periods beginning after September 15, 2004. The Company has determined the adoption of this new
accounting pronouncement did not have a material impact on the financial statements of the Company.



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In December 2004, the FASB issued SFAS No. 123(R), Accounting for Stock-Based Compensation (SFAS
123(R)). SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. SFAS 123 (R) focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed, which will usually be the
vesting period. SFAS 123(R) shall be effective for public entities that file as small business issuers as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The Company has determined the
adoption of this new accounting pronouncement is not expected to have a material impact on the financial statements of the Company.

Results of
Operations:

Results of operations for the nine and three months ended December 31, 2005 as compared to the nine and three months ended
December 31, 2004 were as follows:

Revenues:

Home and Lot Sales:

The Companys Home
and Lot sales decreased by approximately $10,531,000 to approximately $33,956,000 for the nine months ended December 31, 2005 as compared to approximately $44,487,000 for the nine months ended December 31, 2004. The Companys Home and
Lot sales increased by $3,636,000 to approximately $13,499,000 for the nine months ended December 31, 2005 as compared to approximately $9,863,000 for the nine months ended December 31, 2004. During the nine month period ended
December 31, 2004, the company sold in bulk the 119 lots located in the Red Hawk Reserve Project for approximately $10,346,000. For purposes of comparability, the effects of this one-time transaction have been removed from the below home sales
analyses.

During the nine month period ended December 31, 2005, the Company closed 88 homes as compared to 96 homes in the nine month
period ended December 31, 2004. The average selling price of those homes was $360,000 as compared to $298,000 for the nine month period ended December 31, 2004. Lot sales during nine months ended December 31, 2004 generated $2,248,000
in revenues as compared to lot sales aggregating approximately $5,466,000 during the nine months ended December 31, 2004. In addition to closing fewer lots during the nine month period ending December 31, 2005, the average selling price of
those lots was $58,000 as compared to $73,000 for the nine month period ending December 31, 2004.

Costs and
expenses:

Cost of sales:

During the nine month period ended December 31, 2004, the company sold in bulk the 119 lots located in the Red Hawk Reserve Project for approximately $9,646,000. For purposes of comparability, the effects of this one-time transaction
have been removed from the below analysis.

Cost of sales increased by approximately $1,026,000 to approximately $27,365,000 for the nine
months ended December 31, 2005 as compared to approximately $26,339,000 for the nine months ended December 31, 2004. Cost of sales increased by approximately $4,192,000 to approximately $11,521,000 for the three months ended
December 31, 2005 as compared to approximately $7,329,000 for the three months ended December 31, 2004. The cost as a percent of sales approximated 81% and 85% for the nine months ended December 31, 2005, as compared to 81% and 74% in
the nine months ended December 31, 2004, respectively.



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##### Table of Contents

Selling, general and administrative:

Selling, general and administrative expenses decreased by approximately $480,000 to approximately $4,580,000 for the nine months ended December 31,
2005 as compared to approximately $5,060,000 for the nine months ended December 31, 2004. Selling, general and administrative expenses increased by approximately $139,000 to approximately $1,762,000 for the nine months ended December 31,
2005 as compared to approximately $1,623,000 for the nine months ended December 31, 2004. General and administrative costs increased approximately $984,000 for the nine months ended December 31, 2005 as compared to nine months ended
December 31, 2004. Selling expenses decreased approximately $1,464,000 during the same period due to the compensation plan changes wherein internal sales staff was moved from a commission to a salaried basis. Sales staff reductions were also
put into effect as certain communities were sold out. For the three months ended December 31, 2005, general and administrative expenses increased by approximately $472,000, as compared to the three months ended December 31, 2004. In
addition, during the same period, selling expenses decreased by approximately $333,000, again due to the changes in the sales staff and their respective compensation plans.

Interest:

Interest decreased for the nine
months ended December 31, 2005 as compared to the nine months ended December 31, 2004 by approximately $6,000. Interest decreased for the three months ended December 31, 2005 as compared to the three months ended December 31,
2004 by approximately $4,000. Total debt outstanding has increased for the period. However when compared to that of the prior year, the majority of the debt for the current period relates to projects under development. As a result, most of the
interest expense for the period is capitalized as opposed to expensed

Net Income (loss):

As a result of the aforementioned, the Companys net income after taxes and allocation of the income (loss) to the joint venture partner was
approximately $1,222,413 ($0.09 per share) and $908,000 ($0.06 per share) for the nine months ended December 31, 2005 and 2004, respectively. The Companys net income was approximately $199,000 ($0.01 per share) and $168,000 ($.01 per
share) for the nine months ended December 31, 2005 and 2004, respectively.

Liquidity and Capital Resources:

As of December 31, 2005, the Company had net assets of approximately $7,516,000 including cash and cash equivalents of approximately $2,290,000.
During the nine months ended December 31, 2005, the Companys cash position decreased by approximately $266,000.

Its operating activities used
approximately $8,177,000 of cash. This was primarily caused by the Company experiencing an increase in inventories of approximately $12,574,000, offset by an increase of approximately $1,906,000 in customer deposits, an increase of approximately
$1,417,000 in accounts payable and accrued expenses, loss applicable to the interest of the joint venture partner of approximately ($265,000), and income from operations of approximately $1,222,000.

In addition, our investing activities utilized approximately $18,000 of cash through the purchase of property and equipment.

The Companys financing activities provided approximately $7,929,000 of cash principally from the proceeds of its mortgages and notes payable of approximately
$15,332,000, offset by repayments of approximately $6,931,000, distributions to the joint venture partners of approximately $725,000, and stock issued as bonuses valued at approximately $143,000.

The Companys principal source of financing has historically been construction financing which is based on the value of the underlying projects. The Company has
additional committed bank lines of credit of approximately $26,479,000 to finance projects currently under development.



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##### Table of Contents

As a result of the cyclical nature of the projects we are currently developing, and the delays caused by the hurricanes,
the Company continues to maintain a significant backlog of homes expected to be delivered in the current and next two fiscal years. As of September 30, 2005, contracts are in place for closing 300 homes and lots, of which 103 are scheduled to
close in the current fiscal year. The anticipated revenue associated with these contracts totals approximately $109,704,000, of which approximately $35,006,000 is associated with units scheduled to close in the fiscal year ending March 31,
2006, and the remaining approximately $74,738.000 is associated with the 197 units scheduled to close in the fiscal years ending March 31, 2007 and 2008. The table below summarizes the contracts and associated revenue in place as of
December 31, 2005:

Whitehall Quality Homes, Inc.

Backlog as of December 31, 2005



|                                |  |                    |       |                      |             |                        |       |                                    |   |            |  |     |  |   |           
|------------------------------- |  | ------------------ | ----- | -------------------- | ----------- | ---------------------- | ----- | ---------------------------------- | - | ---------- |  | --- |  | - | ----------
|Project                         |  | UnitsUnderContract |       | Contract Price Total |             | To Close As of 3/31/06 |       | To Close As of 3/31/07 and 3/31/08
|                                |  |                    | Units |                      | $           |                        | Units |                                    | $
|Ancient Oaks                    |  | 24                 |       | $                    | 6,572,773   |                        | 14    |                                    | $ | 4,028,421  |  | 10  |  | $ | 2,544,352 
|Heron Creek Golf & Country Club |  | 4                  |       | $                    | 1,722,626   |                        | 2     |                                    | $ | 716,802    |  | 2   |  | $ | 1,005,824 
|Waterchase                      |  | 11                 |       | $                    | 4,074,985   |                        | 8     |                                    | $ | 2,888,719  |  | 3   |  | $ | 1,186,266 
|Shadowmoss                      |  | 45                 |       | $                    | 7,622,376   |                        | 11    |                                    | $ | 1,824,441  |  | 34  |  | $ | 5,837,935 
|Cayo Costa                      |  | 15                 |       | $                    | 4,829,860   |                        | 10    |                                    | $ | 3,187,366  |  | 5   |  | $ | 1,642,494 
|Miramar at Lakewood Ranch       |  | 113                |       | $                    | 45,160,175  |                        | 22    |                                    | $ | 8,570,103  |  | 91  |  | $ | 36,590,072
|Porto Romano                    |  | 29                 |       | $                    | 16,164,910  |                        | 2     |                                    | $ | 1,254,004  |  | 27  |  | $ | 14,910,966
|The Moorings at Lakewood Ranch  |  | 12                 |       | $                    | 3,836,925   |                        | 12    |                                    | $ | 3,836,925  |  |    |  | $ |          
|Grand Haven                     |  | 47                 |       | $                    | 19,719,100  |                        | 22    |                                    | $ | 8,698,800  |  | 25  |  | $ | 11,020,300
|                                |  |                    |       |                      |             |                        |       |                                    |   |            |  |     |  |   |           
|                                |  | 300                |       | $                    | 109,703,730 |                        | 103   |                                    | $ | 35,005,581 |  | 197 |  | $ | 74,738,209
|                                |  |                    |       |                      |             |                        |       |                                    |   |            |  |     |  |   |           

Item 3. Controls and Procedures

Under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a- 15 as of the end of the period covered by this
quarterly report. Based upon their evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us
(including our consolidated subsidiaries) required to be included in our periodic SEC filings.

During the three-month period ended September 30,
2005, there was no change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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##### Table of Contents

Part II

Other Information

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits.



| | 31.1 | Certification of the President and Chief Executive Officer
| | ---- | ----------------------------------------------------------

| | 31.2 | Certification of the Chief Financial Officer
| | ---- | --------------------------------------------

| | 32.1 | Certificate of the President and Chief Executive Officer pursuant to 18 U.S.C. § 1350.
| | ---- | --------------------------------------------------------------------------------------

| | 32.2 | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.
| | ---- | ------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                  |  |                                             
|----------------- |  | --------------------------------------------
|                  |  | Whitehall Limited, Inc.                     
|                  | 
|September 1, 2006 |  | /s/ Ronald Mustari                          
|                  |  | Ronald Mustari, President and               
|                  |  | Chief Executive Officer                     
|                  |  | (Principal Executive Officer)               
|                  | 
|September 1, 2006 |  | /s/ Kay Carter                              
|                  |  | Kay Carter, Treasurer and                   
|                  |  | Chief Financial Officer                     
|                  |  | (Principal Financial and Accounting Officer)



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##### Table of Contents

WHITEHALL LIMITED, INC. AND SUBSIDIARIES

INDEX



|                                                                                                               |  |     
|-------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                               |  | PAGE
|                                                                                                               | 
|CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2005 (UNAUDITED)                                            |  | F-2 
|                                                                                                               | 
|CONDENSED CONSOLIDATED STATEMENTS OF INCOME NINE AND THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004 (UNAUDITED) |  | F-3 
|                                                                                                               | 
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004 (UNAUDITED)       |  | F-4 
|                                                                                                               | 
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                               |  | F-5 



F - 1



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##### Table of Contents

WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2005



|                                                                     |  |   |            |  
|-------------------------------------------------------------------- |  | - | ---------- | -
|ASSETS                                                               |  |   |            |  
|                                                                     | 
|Cash and cash equivalents                                            |  | $ | 2,290,475  |  
|Inventories                                                          |  |   | 61,913,084 |  
|Property and equipment, net                                          |  |   | 423,774    |  
|Other assets                                                         |  |   | 510,335    |  
|                                                                     |  |   |            |  
|Total                                                                |  | $ | 65,137,668 |  
|                                                                     |  |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                 |  |   |            |  
|                                                                     | 
|Liabilities:                                                         |  |   |            |  
|Mortgages and notes payable                                          |  | $ | 36,643,308 |  
|Notes payable - related party                                        |  |   | 950,854    |  
|Accounts payable and accrued expenses                                |  |   | 7,880,650  |  
|Customer deposits and advances                                       |  |   | 12,146,825 |  
|                                                                     |  |   |            |  
|Total liabilities                                                    |  |   | 57,621,637 |  
|                                                                     |  |   |            |  
|Interest of joint venture partners                                   |  |   | 3,420,968  |  
|                                                                     |  |   |            |  
|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;         |  |   |            |  
|14,222,977 shares issued and outstanding                             |  |   | 1,458,122  |  
|Additional paid-in capital                                           |  |   | (135,069   | )
|Retained earnings                                                    |  |   | 2,772,010  |  
|                                                                     |  |   |            |  
|Total stockholders equity                                           |  |   | 7,516,031  |  
|                                                                     |  |   |            |  
|Total                                                                |  | $ | 65,137,668 |  
|                                                                     |  |   |            |  

See Notes to Condensed Consolidated Financial Statements



F-2



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##### Table of Contents

CONDENSED CONSOLIDATED STATEMENT OF INCOME

NINE AND THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004

(UNAUDITED)



|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|------------------------------------------------------------- |  | ------------------------------ | ---------- | ------------------------------- | ---- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                                              |  | Nine Months Ended December 31, |            | Three Months Ended December 31,
|                                                              |  | 2005                           |            |                                 | 2004 |   | 2005       |  | 2004
|Revenue:                                                      |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Home and lot sales                                            |  | $                              | 33,956,300 |                                 |      | $ | 44,486,519 |  | $    | 13499280   |  | $ | 9,863,052 
|Other                                                         |  |                                | 291,901    |                                 |      |   | 77,307     |  |      | 43,454     |  |   | 12,595    
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Totals                                                        |  |                                | 34,248,201 |                                 |      |   | 44,563,826 |  |      | 13,542,734 |  |   | 9,875,647 
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Costs and expenses:                                           |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Cost of sales                                                 |  |                                | 27,365,151 |                                 |      |   | 35,984,686 |  |      | 11,520,809 |  |   | 7,328,889 
|Selling                                                       |  |                                | 1,946,100  |                                 |      |   | 3,410,210  |  |      | 675,218    |  |   | 1,008,059 
|General and administrative                                    |  |                                | 2,634,189  |                                 |      |   | 1,650,309  |  |      | 1,086,679  |  |   | 615,193   
|Interest                                                      |  |                                | 131,017    |                                 |      |   | 136,971    |  |      | 42,654     |  |   | 47,455    
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Totals                                                        |  |                                | 32,076,457 |                                 |      |   | 41,182,176 |  |      | 13,325,360 |  |   | 8,999,596 
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Income(loss) from operations                                  |  |                                | 2,171,744  |                                 |      |   | 3,381,650  |  |      | 217,373    |  |   | 876,051   
|                                                              |  |                                |            |                                
|Income(loss) applicable to interest of joint venture partners |  |                                | (33,733    | )                               |      |   | 1,860,267  |  |      | 68,844     |  |   | 588,100   
|                                                              |  |                                |            |                                
|Income (loss) before income taxes                             |  |                                | 2,138,011  |                                 |      |   | 1,521,383  |  |      | 286,217    |  |   | 287,951   
|                                                              |  |                                |            |                                
|Provision for income taxes                                    |  |                                | 915,598    |                                 |      |   | 613,000    |  |      | 86,949     |  |   | 120,001   
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Net income(loss)                                              |  | $                              | 1,222,413  |                                 |      | $ | 908,383    |  | $    | 199,268    |  | $ | 167,950   
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Basic earnings (loss) per share                               |  | $                              | 0.09       |                                 |      | $ | 0.06       |  | $    | 0.01       |  | $ | 0.01      
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           
|Basic weighted average shares outstanding                     |  |                                | 14,243,820 |                                 |      |   | 14,182,977 |  |      | 14,285,279 |  |   | 14,182,977
|                                                              |  |                                |            |                                 |      |   |            |  |      |            |  |   |           

See Notes to Condensed Consolidated Financial Statements



F-3



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004

(UNAUDITED)



|                                                                           |  |                               |             |   |      |   |             |  
|-------------------------------------------------------------------------- |  | ----------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                           |  | Nine Months Ended December 31 |            
|                                                                           |  | 2005                          |             |   | 2004 |  
|Operating activities:                                                      |  |                               |             |   |      |   |             |  
|Net income (loss)                                                          |  | $                             | 1,222,411   |   |      | $ | 908,383     |  
|Ajustments to reconcile net loss to net cash used in operating activities: |  |                               |             |   |      |   |             |  
|Depreciation                                                               |  |                               | 14,309      |   |      |   | 35,892      |  
|Income (loss) applicable to interest of joint venture partners             |  |                               | (264,611    | ) |      |   | 1,860,267   |  
|Changes in operating assets and liabilities:                               |  |                               |             |   |      |   |             |  
|Inventories                                                                |  |                               | (12,574,050 | ) |      |   | 7,776,912   |  
|Other assets                                                               |  |                               | 102,795     |   |      |   | 29,847      |  
|Accounts payable and accrued expenses                                      |  |                               | 1,416,639   |   |      |   | (536,419    | )
|Customer deposits and advances                                             |  |                               | 1,905,775   |   |      |   | 1,171,382   |  
|                                                                           |  |                               |             |   |      |   |             |  
|Net cash provided by (used in) operating activities                        |  |                               | (8,176,732  | ) |      |   | 11,246,264  |  
|                                                                           |  |                               |             |   |      |   |             |  
|Investing activities:                                                      |  |                               |             |   |      |   |             |  
|Purchase of property and equipment                                         |  |                               | (17,818     | ) |      |   | (47,250     | )
|                                                                           |  |                               |             |   |      |   |             |  
|Net cash used in investing activities                                      |  |                               | (17,818     | ) |      |   | (47,250     | )
|                                                                           |  |                              
|Financing activities:                                                      |  |                               |             |   |      |   |             |  
|Distribution to joint venture partners                                     |  |                               | (725,446    | ) |      |   | (1,999,642  | )
|Proceeds from mortgages and notes payable                                  |  |                               | 15,332,167  |   |      |   | 24,253,778  |  
|Repayments of mortgages and note payable                                   |  |                               | (6,931,352  | ) |      |   | (34,063,982 | )
|Proceeds from notes payablerelated party                                  |  |                               | 110,000     |   |      |   | 430,000     |  
|Repayments of notes payablerelated party                                  |  |                               |            |   |      |   | (290,000    | )
|Common Stock                                                               |  |                               | 143,294     |   |      |   |            |  
|                                                                           |  |                               |             |   |      |   |             |  
|Net cash provided by (used in) financing activities                        |  |                               | 7,928,663   |   |      |   | (11,669,846 | )
|                                                                           |  |                               |             |   |      |   |             |  
|Net increase (decrease) in cash and cash equivalents                       |  |                               | (265,887    | ) |      |   | (470,832    | )
|                                                                           |  |                              
|Cash and cash equivalents, beginning of period                             |  |                               | 2,556,362   |   |      |   | 1,905,680   |  
|                                                                           |  |                               |             |   |      |   |             |  
|Cash and cash equivalents, end of period                                   |  | $                             | 2,290,475   |   |      | $ | 1,434,848   |  
|                                                                           |  |                               |             |   |      |   |             |  
|Supplemental disclosure of cash flow data:                                 |  |                               |             |   |      |   |             |  
|Interest paid, net of amount capitalized                                   |  | $                             | 131,017     |   |      | $ | 136,971     |  
|                                                                           |  |                               |             |   |      |   |             |  

See Notes to Condensed Consolidated Financial Statements



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##### Table of Contents

WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1  Basis of presentation:

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position of Whitehall Limited, Inc. and Subsidiaries (the Company) as of September 30, 2005, their results of operations for the six and three months ended
September 30, 2005 and 2004 and their cash flows for the nine months ended September 30, 2005 and 2004. Pursuant to the rules and regulations of the United States Securities and Exchange Commission (the SEC), certain
information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed in or omitted from these financial statements unless
significant changes have taken place since the end of the most recent fiscal year. Accordingly, these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended
March 31, 2004 and the notes thereto and the other information included in the Companys Annual Report on Form 10-KSB (the Form 10-KSB) for the year ended March 31, 2004 that was previously filed with the SEC.

The results of the Companys operations for the nine and three months ended September 30, 2005 are not necessarily indicative of the results
of operations for the full year ending March 31, 2006.

Significant accounting policies and line of business have not changed from
those described in the 2004 Form 10-KSB.

Note 2  Earnings (loss) per common share:

The Company presents basic earnings (loss) per share and, if appropriate, diluted earnings per share in accordance with the provisions of Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS 128). Diluted per share amounts have not been presented in the accompanying unaudited condensed consolidated statements of operations for the nine and
three months ended September 30, 2005 and 2004 because there were no dilutive securities outstanding.



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