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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.



---

FORM 10-QSB/A

(Amendment No. 1)



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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: September 30, 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)



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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 or Plan of Operations 
|                                                                   
|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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EXPLANATORY NOTE

On September 1, 2006, Whitehall Limited, Inc. filed a Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005 (the Original Filing). The purpose of this
Amendment No. 1 is to add an additional sentence to Item 1 of Part I and to correct certain inadvertent typographical errors in Items 2 and 3 of Part I. Such typographical errors were not, individually or in the aggregate, of a
material nature.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Original Filing is hereby amended in
its entirety as follows:

Part I

Financial Information

Item 1. Financial Statements

See financial statements beginning on page F-1. The Company did not obtain a review of these
interim financial statements by an independent registered public accounting firm using professional standards and procedures for conducting such reviews.

Item 2. Managements Discussion and Analysis or Plan 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.



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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.

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 six and three months ended September 30, 2005 as compared to the six and three months ended September 30, 2004 were as follows:

Revenues:

Home and Lot Sales:

The Companys Home and Lot sales decreased by approximately $14,166,000 to approximately $20,457,000 for
the six months ended September 30, 2005 as compared to approximately $34,623,000 for the six months ended September 30, 2004. The Companys Home and Lot sales decreased by approximately $7,768,000 to approximately $11,538,000 for the
three months ended September 30, 2005 as compared to approximately $19,306,000 for the three months ended September 30, 2004. During the three and six month period ended September 30, 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. The remaining decrease in revenues is primarily
attributable to the type of project we are currently developing and the cyclical nature of these projects. Weather delays across the quarter related to hurricane activity in the region further compromised the Companys ability to build and
deliver homes.

During the six month period ended September 30, 2005, the Company closed 52 homes as compared to 73 homes in the six
month period ended September 30, 2004. The average selling price of those homes was $357,000 as compared to $272,000 for the six month period ended September 30, 2004. Lot sales during the six months ended September 30, 2004 generated
$1,430,337 in revenues as compared to lot sales aggregating approximately $4,334,000 during the six months ended September 30, 2004. In addition to closing fewer lots during the six month period ending September 30, 2005, the average
selling price of those lots was $60,000 as compared to $65,000 for the six month period ending September 30, 2004.

During the three
month period ended September 30, 2005, the Company closed 31 homes as compared to 28 homes in the three month period ended September 30, 2004. The average selling price of those homes was $366,000 as compared to $273,000 for the three
month period ended September 30, 2004. Lot sales during the three months ended September 30, 2004 generated $203,000 in revenues as compared to lot sales aggregating approximately $1,590,000 during the three months ended September 30,
2004. In addition to closing fewer lots during the three month period ending September 30, 2004, the average selling price of those lots was $29,000 as compared to $58,000 for the three month period ending September 30, 2004.



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Costs and expenses:

Cost of sales:

During the six and three
month period ended September 30, 2004, the company sold in bulk the 119 lots located in the Red Hawk Reserve Project with a cost of 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 decreased by approximately $3,166,000 to approximately $15,844,000 for the six months ended
September 30, 2005 as compared to approximately $19,010,000 for the six months ended September 30, 2004. Cost of sales increased by approximately $1,328,000 to approximately $8,247,000 for the three months ended September 30, 2005 as
compared to approximately $6,919,000 for the three months ended September 30, 2004. The cost as a percent of sales approximated 77% and 72% for the six and three months ended September 30, 2005, respectively, as compared to 78% and 77% in
the six and three months ended September 30, 2004, respectively.

Selling, general and administrative:

Selling, general and administrative expenses decreased by approximately $619,000 to approximately $2,818,000 for the six months ended September 30,
2005 as compared to approximately $3,437,000 for the six months ended September 30, 2004. Selling, general and administrative expenses decreased by approximately $132,000 to approximately $1,462,000 for the three months ended September 30,
2005 as compared to approximately $1,594,000 for the three months ended September 30, 2004. General and administrative costs increased approximately $512,000 for the six months ended September 30, 2004 as compared to six months ended
September 30, 2003. Selling expenses decreased approximately $1,131,000 during the same period due to the compensation plan changes wherein internal sales staff were 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 September 30, 2005, general and administrative expenses increased by approximately $243,000, as compared to the three months ended September 30, 2004. In
addition, during the same period, selling expenses decreased by approximately $375,000, again due to the changes in the sales staff and their respective compensation plans.

Interest:

Interest decreased for the six
months ended September 30, 2005 as compared to the six months ended September 30, 2004 by approximately $2,000. Interest decreased for the three months ended September 30, 2005 as compared to the three months ended September 30,
2004 by approximately $3,000. 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 $1,023,000 ($0.07 per share) and $740,000 ($0.05 per share) for the six months ended September 30, 2005 and 2004, respectively. The Companys net income was approximately $1,243,000 ($0.09 per share) and $404,000 ($0.03 per
share) for the three months ended September 30, 2005 and 2004, respectively.

Liquidity and Capital Resources:

As of September 30, 2005, the Company had net assets of approximately $7,242,000 including cash and cash equivalents of approximately $2,053,000.
During the six months ended September 30, 2005, the Companys cash position decreased by approximately $504,000.

Its operating activities used
approximately $7,632,000 of cash. This was primarily caused by the Company experiencing an increase in inventories of approximately $11,211,000, offset by an increase of approximately $2,030,000 in customer deposits, an increase of approximately
$609,000 in accounts payable and accrued expenses, loss applicable to the interest of the joint venture partner of approximately ($196,000), and income from operations of approximately $1,023,000.



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##### Table of Contents

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 $7,146,000 of cash principally from the proceeds of its mortgages and notes
payable of approximately $19,591,000, offset by repayments of approximately $11,986,000.

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 $24,835,000 to finance projects currently under development.



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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 363 homes and lots, of which 198 are scheduled to
close in the current fiscal year. The anticipated revenue associated with these contracts totals approximately $136,080,000, of which approximately $68,006,000 is associated with units scheduled to close in the fiscal year ending March 31,
2006, and the remaining approximately $68,074,000 is associated with the 165 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
September 30, 2005:

Whitehall Quality Homes, Inc.

Backlog as of September 30, 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                    |  | 29                 |       | $                    | 7,894,953   |                        | 23    |                                    | $ | 6,164,185  |  | 6   |  | $ | 1,730,768 
|Heron Creek Golf & Country Club |  | 7                  |       | $                    | 2,676,128   |                        | 6     |                                    | $ | 2,322,940  |  | 1   |  | $ | 353,188   
|Waterchase                      |  | 18                 |       | $                    | 5,765,207   |                        | 18    |                                    | $ | 5,765,207  |  |    |  | $ |          
|Shadowmoss                      |  | 50                 |       | $                    | 10,296,568  |                        | 31    |                                    | $ | 7,093,633  |  | 19  |  | $ | 3,202,935 
|Cayo Costa                      |  | 20                 |       | $                    | 6,386,232   |                        | 15    |                                    | $ | 4,792,615  |  | 5   |  | $ | 1,593,617 
|Miramar at Lakewood Ranch       |  | 121                |       | $                    | 46,845,160  |                        | 32    |                                    | $ | 12,432,942 |  | 89  |  | $ | 34,412,218
|Porto Romano                    |  | 29                 |       | $                    | 16,046,025  |                        | 5     |                                    | $ | 1,848,703  |  | 24  |  | $ | 14,197,322
|The Moorings at Lakewood Ranch  |  | 20                 |       | $                    | 8,004,076   |                        | 20    |                                    | $ | 8,004,076  |  |    |  | $ |          
|Grand Haven                     |  | 69                 |       | $                    | 32,166,000  |                        | 48    |                                    | $ | 19,582,100 |  | 21  |  | $ | 12,583,900
|                                |  |                    |       |                      |             |                        |       |                                    |   |            |  |     |  |   |           
|                                |  | 363                |       | $                    | 136,080,349 |                        | 198   |                                    | $ | 68,006,401 |  | 165 |  | $ | 68,073,948
|                                |  |                    |       |                      |             |                        |       |                                    |   |            |  |     |  |   |           

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 11, 2006 |  | /s/ Ronald Mustari                                                  
|                   |  | Ronald Mustari, President and                                       
|                   |  | Chief Executive Officer (Principal Executive
Officer)               
|                   | 
|September 11, 2006 |  | /s/ Kay Carter                                                      
|                   |  | Kay Carter, Treasurer and                                           
|                   |  | Chief Financial Officer (Principal Financial and
Accounting Officer)



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

I N D E X



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



F-1



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

September 30, 2005



|                                                                                                      |  |   |            |  
|----------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|ASSETS                                                                                                |  |   |            |  
|Cash and cash equivalents                                                                             |  | $ | 2,052,774  |  
|Inventories                                                                                           |  |   | 60,549,999 |  
|Property and equipment, net                                                                           |  |   | 428,544    |  
|Other assets                                                                                          |  |   | 510,335    |  
|                                                                                                      |  |   |            |  
|Total                                                                                                 |  | $ | 63,541,652 |  
|                                                                                                      |  |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                  |  |   |            |  
|Liabilities:                                                                                          |  |   |            |  
|Mortgages and notes payable                                                                           |  | $ | 36,113,864 |  
|Notes payable - related party                                                                         |  |   | 840,854    |  
|Accounts payable and accrued expenses                                                                 |  |   | 7,073,014  |  
|Customer deposits and advances                                                                        |  |   | 12,271,607 |  
|                                                                                                      |  |   |            |  
|Total liabilities                                                                                     |  |   | 56,299,339 |  
|                                                                                                      |  |   |            |  
|Interest of joint venture partners                                                                    |  |   | 3,489,812  |  
|                                                                                                      |  |   |            |  
|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 |  |   | 1,422,298  |  
|Additional paid-in capital                                                                            |  |   | (242,539   | )
|Retained earnings                                                                                     |  |   | 2,572,742  |  
|                                                                                                      |  |   |            |  
|Total stockholders equity                                                                            |  |   | 7,242,313  |  
|                                                                                                      |  |   |            |  
|Total                                                                                                 |  | $ | 63,541,652 |  
|                                                                                                      |  |   |            |  

See Notes to Condensed Consolidated Financial Statements



F-2



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##### Table of Contents

WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(UNAUDITED)



|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|------------------------------------------------------------- |  | ----------------------------- | ---------- | ------------------------------- | ---- | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                                              |  | Six Months EndedSeptember 30, |            | Three Months EndedSeptember 30,
|                                                              |  | 2005                          |            |                                 | 2004 |   | 2005       |  | 2004
|Revenue:                                                      |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Home and lot sales                                            |  | $                             | 20,457,020 |                                 |      | $ | 34,623,468 |  | $    | 11,537,622 |  | $ | 19,305,712
|Other                                                         |  |                               | 248,447    |                                 |      |   | 64,711     |  |      | 238,692    |  |   | 7,544     
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Totals                                                        |  |                               | 20,705,467 |                                 |      |   | 34,688,179 |  |      | 11,776,314 |  |   | 19,313,256
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Costs and expenses:                                           |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Cost of sales                                                 |  |                               | 15,844,342 |                                 |      |   | 28,655,797 |  |      | 8,247,004  |  |   | 16,564,931
|Selling                                                       |  |                               | 1,270,882  |                                 |      |   | 2,402,151  |  |      | 629,195    |  |   | 1,003,896 
|General and administrative                                    |  |                               | 1,547,510  |                                 |      |   | 1,035,116  |  |      | 832,508    |  |   | 590,347   
|Interest                                                      |  |                               | 88,363     |                                 |      |   | 89,516     |  |      | 42,579     |  |   | 46,049    
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Totals                                                        |  |                               | 18,751,097 |                                 |      |   | 32,182,580 |  |      | 9,751,286  |  |   | 18,205,223
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Income(loss) from operations                                  |  |                               | 1,954,370  |                                 |      |   | 2,505,599  |  |      | 2,025,028  |  |   | 1,108,033 
|                                                              |  |                               |            |                                
|Income(loss) applicable to interest of joint venture partners |  |                               | (102,577   | )                               |      |   | 1,272,167  |  |      | 46,595     |  |   | 416,503   
|                                                              |  |                               |            |                                
|Income (loss) before income taxes                             |  |                               | 1,851,793  |                                 |      |   | 1,233,432  |  |      | 2,071,623  |  |   | 691,530   
|                                                              |  |                               |            |                                
|Provision for income taxes                                    |  |                               | 828,649    |                                 |      |   | 493,000    |  |      | 828,649    |  |   | 287,076   
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Net income(loss)                                              |  | $                             | 1,023,144  |                                 |      | $ | 740,432    |  | $    | 1,242,974  |  | $ | 404,454   
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Basic earnings (loss) per share                               |  | $                             | 0.07       |                                 |      | $ | 0.05       |  | $    | 0.09       |  | $ | 0.03      
|                                                              |  |                               |            |                                 |      |   |            |  |      |            |  |   |           
|Basic weighted average shares outstanding                     |  |                               | 14,222,977 |                                 |      |   | 14,182,977 |  |      | 14,222,977 |  |   | 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

SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(UNAUDITED)



|                                                                            |  |                                |             |   |      |   |             |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ---- | - | ----------- | -
|                                                                            |  | Six Months Ended September 30, |            
|                                                                            |  | 2005                           |             |   | 2004 |  
|Operating activities:                                                       |  |                                |             |   |      |   |             |  
|Net income (loss)                                                           |  | $                              | 1,023,143   |   |      | $ | 740,432     |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |             |   |      |   |             |  
|Depreciation                                                                |  |                                | 9,539       |   |      |   | 25,755      |  
|Income (loss) applicable to interest of joint venture partners              |  |                                | (195,767    | ) |      |   | 1,272,167   |  
|Changes in operating assets and liabilities:                                |  |                                |             |   |      |   |             |  
|Inventories                                                                 |  |                                | (11,210,965 | ) |      |   | 11,568,500  |  
|Other assets                                                                |  |                                | 102,795     |   |      |   | 29,324      |  
|Accounts payable and accrued expenses                                       |  |                                | 609,002     |   |      |   | (1,726,899  | )
|Customer deposits and advances                                              |  |                                | 2,030,558   |   |      |   | (1,042,148  | )
|                                                                            |  |                                |             |   |      |   |             |  
|Net cash provided by (used in) operating activities                         |  |                                | (7,631,695  | ) |      |   | 10,867,131  |  
|                                                                            |  |                                |             |   |      |   |             |  
|Investing activities:                                                       |  |                                |             |   |      |   |             |  
|Purchase of property and equipment                                          |  |                                | (17,818     | ) |      |   | (58,679     | )
|                                                                            |  |                                |             |   |      |   |             |  
|Net cash used in investing activities                                       |  |                                | (17,818     | ) |      |   | (58,679     | )
|                                                                            |  |                               
|Financing activities:                                                       |  |                                |             |   |      |   |             |  
|Distribution to joint venture partners                                      |  |                                | (458,760    | ) |      |   | (1,409,939  | )
|Proceeds from mortgages and notes payable                                   |  |                                | 19,590,671  |   |      |   | 17,269,350  |  
|Repayments of mortgages and note payable                                    |  |                                | (11,985,986 | ) |      |   | (26,876,850 | )
|Proceeds from notes payablerelated party                                   |  |                                |            |   |      |   | 298,000     |  
|Repayments of notes payablerelated party                                   |  |                                |            |   |      |   | (190,000    | )
|                                                                            |  |                                |             |   |      |   |             |  
|Net cash provided by (used in) financing activities                         |  |                                | 7,145,925   |   |      |   | (10,909,439 | )
|                                                                            |  |                                |             |   |      |   |             |  
|Net increase (decrease) in cash and cash equivalents                        |  |                                | (503,588    | ) |      |   | (100,987    | )
|                                                                            |  |                               
|Cash and cash equivalents, beginning of period                              |  |                                | 2,556,362   |   |      |   | 1,905,680   |  
|                                                                            |  |                                |             |   |      |   |             |  
|Cash and cash equivalents, end of period                                    |  | $                              | 2,052,774   |   |      | $ | 1,804,693   |  
|                                                                            |  |                                |             |   |      |   |             |  
|Supplemental disclosure of cash flow data:                                  |  |                                |             |   |      |   |             |  
|Interest paid, net of amount capitalized                                    |  | $                              | 88,363      |   |      | $ | 89,516      |  
|                                                                            |  |                                |             |   |      |   |             |  

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 six 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, 2005 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, 2005 that was previously filed with
the SEC.

The results of the Companys operations for the six 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 2005 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
six and three months ended September 30, 2005 and 2004 because there were no dilutive securities outstanding.



F-5