<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

               For the quarterly period ended: September 30, 2000

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from _________ to ________________.

                         Commission file number: 0-29027

                             Whitehall Limited, Inc.

        (Exact name of small business issuer as specified in its charter)

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

                  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: 8,946,000

Transitional Small Business Disclosure Format (check one):

                              Yes [ ]       No [x]



<PAGE>   2

                                     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 Operation

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 usually range in size from 1,200 to 3,500 square
feet and have purchase prices ranging from $150,000 to $500,000. The company
markets the residences through commissioned employees and independent real
estate brokers in the Company's market area, which consists of the West Coast of
the State of Florida, primarily, Sarasota, Manatee, Collier, Pasco and
Hillsborough Counties. Residential unit sales are usually conducted from sales
offices located in furnished models in each subdivision where the Company is
active. The Company also typically constructs a limited number of speculative
homes in each residential subdivision in which it is active in order to enhance
marketing and sales activities.


                                       2

<PAGE>   3

Results of operations for the six and three months ended September 30, 2000 as
compared to the six and three months ended September 30, 1999:

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

<TABLE>
<CAPTION>
                                  Estimated   Number of       Units closed            Units closed
                                   Average      Units          Six months             Three months
                         Total     Selling     To close           Ended                  Ended
                       Number of    Price       As of      ----------------------------------------
      Project            Units     Per Unit    9/30/00      9/30/00    9/30/99      9/30/00 9/30/99
----------------      ----------  ----------   ---------- ---------- -------------  ------- -------
<S>                   <C>         <C>          <C>        <C>        <C>            <C>     <C>
Avalon at
   The Villages
   Of Palm Aire             114   $186,000          42         26        5            16        4
Beekman Place
   & village                148    165,000           0         (A)      18                      9
Bermuda Club                 30    200,000           6          2        2             1        2
Governor's Green             16    325,000           0                   1
Heron Creek Golf
   Country Club             112    250,000          38
Lake JoVita                  60    240,000          60
Off Site                                                        2        1             1
                                              --------   --------   ------      --------   ------
        Total                                      146         30       27            18       15
                                              ========   ========   ======      ========   ======
</TABLE>
------------
(A)     Project completed Fall of 1999

Results of Operations

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

<TABLE>
<CAPTION>
                                        Six months ended      Three months ended
                                         September 30,          September 30,
                                        ----------------      ------------------
                                        2000       1999        2000       1999
                                        ----       ----        ----       ----
<S>                                     <C>        <C>         <C>        <C>
    Revenues:
        Home and lot sales                98%        96%         98%        96%
        Other                              2%         4%          2%         4%
                                        ----       ----        ----       ----
               Total                     100%       100%        100%       100%
                                        ----       ----        ----       ----
    Costs and expenses:
        Cost of sales                     73%        74%         76%        71%
        Selling                            8%        10%          7%         9%
        General and administrative        12%        23%         12%         9%
        Interest                           3%         3%          3%         3%
                                                   ----        ----       ----
               Total                      96%       110%         98%        92%
                                        ----       ----        ----       ----

Income(loss) before income taxes           4%       (10)%         2%         8%
                                        ----       ----        ----       ----
</TABLE>

Revenues:



                                       3
<PAGE>   4

        Home and Lot Sales:

                The Company's Home and Lot sales increased by approximately
                $2,957,000 to approximately $5,907,000 for the six months ended
                September 30, 2000 as compared to approximately $2,950,000 for
                the six months ended September 30, 1999. The Company's Home and
                Lot sales also increased by approximately $1,125,000 for the
                three months ended September 30, 2000 to approximately
                $2,831,000 from approximately $1,706,000 for the three months
                ended September 30, 1999. Beginning in 1999 and continuing
                throughout 2000, the Company was able to take advantage of the
                strong real estate markets, thereby increasing the average base
                sales price per unit, as well as sell an increased number of
                options per unit. In addition, the Company began certain phases
                of projects under development that contained the premium or
                choice units thereby demanding a higher unit value. Also, the
                Company commenced the sale of units in higher end projects. As a
                result of the aforementioned, the average unit sales price on
                the 30 units closed during the six months ended September 30,
                2000 was approximately $197,000 as compared to approximately
                $109,000 for the 27 units closed during the six months ended
                September 30, 1999. The Company closed three more units in the
                quarter ending September 30, 2000 as compared to the quarter
                ending September 30, 1999, thereby accounting for the increased
                sales volume in the quarter then ended.

        Other Revenue:

                Other revenue consists of Management fee, interest, and sundry
                income. During the six and three months ended September 30,
                2000, other revenue was approximately $109,000 and $47,000,
                respectively, as compared to approximately $127,000 and $69,000
                for the six and three months ended September 30, 1999. The
                primary reason for the decrease is due to the Company earning
                approximately $71,000 and $33,000 less of other income during
                2000.

Costs and expenses:

        Cost of sales:

                Cost of sales increased by approximately $2,109,000 to
                approximately $4,372,000 for the six months ended September 30,
                2000 as compared to approximately $2,263,000 for the six months
                ended September 30,1999. Cost of sales also increased by
                approximately $939,000 for the three months ended September 30,
                2000 to approximately $2,154,000 from approximately $1,215,000
                for the three months ended September 30, 1999. The primary
                reason for the increase was due to the number of units


                                       4
<PAGE>   5

                closed during this period. However, the cost as a percent of
                sales was fairly constant from 1999 to 2000.

        Selling, general and administrative:

                Selling, general and administrative increased for the six and
                three months ended September 30, 2000 as compared to the six and
                three months ended September 30, 1999 by approximately $205,000
                and $252,000, respectively. The primary reason for this is that
                selling expenses increased by approximately $163,000 and
                $40,000, respectively, due to the number of closings and units
                under contract.


        Interest:

                Interest increased for the six and three months ended September
                30, 2000 as compared to the six and three months ended September
                30, 1999 by approximately $71,000 and $18,000, respectively. The
                primary reason for this is the increased construction activity
                and outstanding borrowings that resulted from these borrowing.

As a result of the aforementioned and the Company fully utilizing its net
operating loss carryovers in 1999, the Company's net income was approximately
$159,000 ($.02 per share) and $37,000 (less than $.01 per share) for the six and
three months ended September 30, 2000 as compared to approximately $(293,000)
and $150,000 for the six and three months ended September 30,1999.

Liquidity and Capital Resources:

As of September 30, 2000, the Company had net assets of approximately $1,313,000
including cash and cash equivalents of approximately $786,000. During the six
months ended September 30, 2000, the Company's cash position increased by
approximately $111,000. Its operating activities generated approximately
$266,000 of cash. This was caused by a liquidation of inventories due the sales
of units of approximately $1,128,000, offset by utilizing customer deposits of
approximately $1,217,000 and the company's overall profitability. The Company's
investing activities utilized cash of approximately $248,000 of which
approximately $150,000 was lent to the principle stockholder and approximately
$97,000 was invested in marketable securities. The Company's financing
activities provided approximately $93,000 of cash principally from the proceeds
of its mortgages and notes payable( net of repayments).

The Company's principal source of financing has historically been provided from
its construction financing which is based on the value of the underlying
projects. In


                                       5

<PAGE>   6

addition, in 1999, the Company received capital contributions of approximately
$858,000 and loans from its principle stockholder in the amount of approximately
$1,319,000.

                                     Part II

                                Other Information

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

        Not applicable.

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 and Reports on Form 8-K

        (a)     Exhibits.

                None.

        (b)     Reports on Form 8-K

                We did not file any reports on Form 8-K during the quarter for
                which this report is filed.


                                       6
<PAGE>   7

                                   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.

August 15, 2001                     /s/ Ronald Mustari
                                    -----------------------------------------
                                    Ronald Mustari, President and
                                    Chief Executive Officer
                                    (Principal Executive Officer)

August 15, 2001                     /s/ Joanne Mustari
                                    -----------------------------------------
                                    Joanne Mustari, Treasurer and
                                    Chief Financial Officer
                                    Principal Financial and Accounting Officer)



                                       7
<PAGE>   8

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION



                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                        <C>
ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet at September 30, 2000(unaudited)    F-2-3

Condensed  Consolidated Statements of Income
Six and Three months Ended September 30, 2000 and 1999(unaudited)        F-4-5

Condensed Consolidated Statement of Changes in Stockholders' Equity
Six months ended September 30, 2000(unaudited)                           F-6

Condensed Consolidated Statements of Cash Flows(unaudited)
Six months ended September 30, 2000 and 1999(unaudited)                  F-7

Notes to Condensed Consolidated Financial Statements                     F-8
</TABLE>



                                       F-1

<PAGE>   9

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


                                     ASSETS

<TABLE>
<S>                                                           <C>
CURRENT ASSETS
         Cash in Banks                                        $   786,250
         Due from affiliated companies                            157,217
         Due from stockholder (Net)                               444,348
         Investments                                              167,314
                                                              -----------

                    TOTAL CURRENT ASSETS                        1,555,129
                                                              -----------

CONSTRUCTION COSTS IN PROGRESS
         Land and development costs                             1,452,654
         Homes under construction and furnished models          5,805,790
                                                              -----------

                    TOTAL CONSTRUCTION COSTS IN PROGRESS        7,258,444
                                                              -----------

PROPERTY AND EQUIPMENT
         Office land and building                               1,656,844
         Office furniture and fixtures                              2,354
         Construction equipment                                    59,735
         Vehicles                                                 101,817
                                                              -----------
                    TOTAL                                       1,820,750
         Less: Depreciation                                        53,199
                                                              -----------

                    TOTAL PROPERTY AND EQUIPMENT                1,767,551
                                                              -----------

OTHER ASSETS                                                      215,041
                                                              -----------

                    TOTAL ASSETS                              $10,796,165
                                                              ===========
</TABLE>



       See Notes to Unaudited Condensed Consolidated Financial Statements




                                      F-2
<PAGE>   10

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


                      LIABILITIES AND STOCKHOLDERS EQUITY

<TABLE>
<S>                                                                   <C>
LIABILITIES
         Accounts Payable                                             $    955,383
         Customers' Deposits                                             2,461,295
         Income Taxes Payable-Current                                      235,495
         Notes and Loans Payable:
             Land and Development Loans                                     94,000
             Construction Loans                                          3,349,810
             Notes Payable                                                 434,044
                                                                      ------------
                    TOTAL CURRENT LIABILITIES                            7,530,027
         Income Taxes-Deferred                                             210,236
         Note Payable-Related Party                                      1,319,196
         Note Payable-Long-Term Debt                                       424,014
                                                                      ------------

                    TOTAL LIABILITIES                                    9,483,473
                                                                      ------------

STOCKHOLDERS' EQUITY
         Preferred stock; $.10 par value authorized, 100,000,000
            shares: none issued                                                  0
         Common stock; $.10 par value authorized-
            500,000,000 shares; issued and
            outstanding 8,946,000 shares                                   894,600
         Paid in capital in excess of Par Value                            478,321
         Retained earnings (deficit)                                       (60,229)
                                                                      ------------

                    TOTAL STOCKHOLDERS' EQUITY                           1,312,692
                                                                      ------------
                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 10,796,165
                                                                      ============
</TABLE>



       See Notes to Unaudited Condensed Consolidated Financial Statements



                                      F-3
<PAGE>   11

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      FOR THE THREE
                                                                      MONTHS ENDED
                                                                 --------------------------
                                                                 9/30/99           9/30/00
                                                                ----------      ----------
<S>                                                             <C>             <C>
INCOME
         Homes and Lot Sales                                    $1,706,125      $2,830,768
         Real Estate Commissions                                         0             708
         Interest                                                    3,023          13,081
         Other                                                      66,108          33,321
                                                                ----------      ----------

                    TOTAL INCOME                                 1,775,256       2,877,878

COST OF HOMES AND LOTS SALES                                     1,214,766       2,153,679
                                                                ----------      ----------

                    NET INCOME (BEFORE OPERATING EXPENSES)         560,490         724,199
                                                                ----------      ----------

OPERATING EXPENSES
         Selling and General                                        87,656         173,742
         Personnel                                                 101,342         239,922
         Office                                                     98,882         153,053
         Real estate commissions                                    64,299          18,446
         Interest                                                   58,566          77,331
                                                                ----------      ----------

                    TOTAL OPERATING EXPENSES                       410,745         662,494
                                                                ----------      ----------

                    NET INCOME (BEFORE INCOME TAXES)               149,745          61,705

                    FEDERAL & STATE INCOME TAXES                         0          24,688
                                                                ----------      ----------

                    NET INCOME FOR THE PERIOD                   $  149,745      $   37,017
                                                                ==========      ==========

                    NET INCOME PER COMMON SHARE                 $     0.02              --
                                                                ==========      ==========

                    BASIC WEIGHTED AVERAGE NUMBER
                        OF COMMON SHARES                         8,946,000       8,946,000
                                                                ==========      ==========
</TABLE>



       See Notes to Unaudited Condensed Consolidated Financial Statements



                                      F-4
<PAGE>   12

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         FOR THE SIX
                                                                         MONTHS ENDED
                                                                -----------------------------
                                                                  9/30/99          9/30/00
                                                                -----------       -----------
<S>                                                             <C>               <C>
INCOME
         Homes and Lot Sales                                    $ 2,949,817       $ 5,907,277
         Management Fees                                                  0            28,541
         Real Estate Commissions                                          0             7,072
         Interest                                                     5,455            23,231
         Other                                                      121,232            50,469
                                                                -----------       -----------

                    TOTAL INCOME                                  3,076,504         6,016,590

COST OF HOMES AND LOTS SALES                                      2,263,307         4,372,123
                                                                -----------       -----------

                    NET INCOME (BEFORE OPERATING EXPENSES)          813,197         1,644,467
                                                                -----------       -----------

OPERATING EXPENSES
         Selling and General                                        226,544           363,350
         Personnel                                                  229,829           441,982
         Office                                                     203,893           305,887
         Real estate commissions                                     84,769           111,206
         Interest                                                    87,915           158,520
         Other                                                      272,831                 0
                                                                -----------       -----------

                    TOTAL OPERATING EXPENSES                      1,105,781         1,380,945
                                                                -----------       -----------

                    NET INCOME(LOSS) (BEFORE INCOME TAXES)         (292,584)          263,522

                    FEDERAL & STATE INCOME TAXES                          0           104,221
                                                                -----------       -----------

                    NET INCOME (LOSS) FOR THE PERIOD            $  (292,584)      $   159,301
                                                                ===========       ===========

                    NET INCOME (LOSS) PER COMMON SHARE          $     (0.03)      $      0.02
                                                                ===========       ===========

                    BASIC WEIGHTED AVERAGE NUMBER OF
                        COMMON SHARES                             8,946,000         8,946,000
                                                                ===========       ===========
</TABLE>



       See Notes to Unaudited Condensed Consolidated Financial Statements



                                      F-5
<PAGE>   13

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                 RETAINED
                                    COMMON         STOCK          PAID-IN        EARNINGS
                                    SHARES         AMOUNT         CAPITAL        (DEFICIT)           TOTAL
                                   ---------      ---------      ----------      ----------       ----------
<S>                                <C>            <C>            <C>             <C>              <C>
BALANCE - APRIL 1, 2000            8,946,000      $ 894,600      $  432,022      $ (219,530)      $1,107,092

Forgiveness of shareholders'
    interest                                                         46,299                       $   46,299
Net income for the six months
    ended September 30, 2000                                                        159,301          159,301
                                   ---------      ---------      ----------      ----------       ----------
Balance-September 30, 2000         8,946,000      $ 894,600      $  478,321      $  (60,229)      $1,312,692
                                   =========      =========      ==========      ==========       ==========
</TABLE>



       See Notes to Unaudited Condensed Consolidated Financial Statements



                                      F-6
<PAGE>   14

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1999 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          9/30/99           9/30/00
                                                                        -----------       -----------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income on loss                                             $  (292,584)      $   159,301
         Adjustments to reconcile net income (loss) to net
            cash provided by operating activities:
                    Depreciation                                             18,881            19,664
                    Shareholders forgiveness of interest                     26,691            46,299
         Changes in assets and liabilities:
                    Land and development costs                           (1,886,577)          167,843
                    Homes under constructions and furnished models       (2,147,781)       (1,295,851)
                    Customer deposits                                       549,626         1,217,088
                    Vehicles                                                 16,563           (18,277)
                    Other assets                                           (210,277)           42,665
                    Accounts payable and accrued liabilities                525,925          (165,485)
                    Income taxes-deferred                                   210,236                 0
                    Income taxes-current                                          0           104,221
                    Due from affiliates                                    (247,811)          (11,671)
                                                                        -----------       -----------
                                NET CASH USED BY OPERATING
                                    ACTIVITIES                           (3,437,108)          265,797
                                                                        -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Loan and other                                                    (111,826)         (150,291)
         Property and equipment                                          (1,123,351)                0
         Investments                                                              0           (97,464)
                                                                        -----------       -----------
                                NET CASH FLOWS FROM INVESTING
                                    ACTIVITIES                           (1,235,177)         (247,755)
                                                                        -----------       -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
         Note payable-related party                                       1,319,196                 0
         Stockholders capital contribution                                  857,992                 0
         Construction loans                                               2,347,775           298,779
         Notes payable                                                      270,673          (205,870)
                                                                        -----------       -----------
                                NET CASH FLOWS PROVIDED BY
                                    FINANCING ACTIVITIES                  4,795,636            92,909
                                                                        -----------       -----------
                                NET INCREASE IN CASH                        123,351           110,951
                                NET CASH - BEGINNING OF PERIOD              126,794           675,299
                                                                        -----------       -----------
                                NET CASH - END OF PERIOD                $   250,145       $   786,250
                                                                        ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
         Interest paid                                                  $    61,224       $   112,221
                                                                        ===========       ===========
         Income taxes paid                                              $         0       $         0
                                                                        ===========       ===========
</TABLE>



       See Notes to Unaudited Condensed Consolidated Financial Statements



                                      F-7
<PAGE>   15

                    WHITEHALL LIMITED, INC. AND SUBSIDIARIES
                       FKA CAMBRIDGE UNIVERSAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND LINE OF
         BUSINESS

CONSOLIDATION: The accompanying consolidated financial statements include the
accounts of Whitehall Homes, Inc. and Affiliated Companies and the Company and
its wholly-owned subsidiary WHITEHALL HOMES, II, INC. after elimination of
significant inter-company accounts and transactions.

Earnings Per Share:

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

        Significant accounting policies and line of business have not changed
from March 31, 2000.

NOTE II - BASIS OF PRESENTATION

        The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of the
management, all adjustments (consisting of normal recurring accruals) considered



                                      F-8
<PAGE>   16

necessary for a fair presentation have been included. Operating results for the
three months period and six months period ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ended
March 31, 2001. These quarterly financial statements should be read in
conjunction with the audited financial statements and the footnotes thereto for
the year ended March 31, 2000.

NOTE III - DEBT

        The Company increased debt due to significant increase in building
operations, but substantially within its established lines of credit. All notes
payable are current.



                                      F-9