##### Table of Contents



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, 2002          
|[   ]                                                        |  | 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
of incorporation or organization) |  | (IRS EmployerIdentification 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 [x]      No [   ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 13,317,312

Transitional Small Business Disclosure Format (check one):

Yes [   ]      No [   ]





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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 Operations
|                             | Item 3. Controls and Procedures                                                              
|Part II Other Information   
|                             | Item 1. Legal Proceedings                                                                    
|                             | Item 2. Changes in Securities                                                                
|                             | Item 3. Defaults Upon Senior Securities                                                      
|                             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                             | Item 5. Other Information                                                                    
|                             | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                  
|EXHIBIT 99.1                
|EXHIBIT 99.2                



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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 1,400 to
3,500 square feet and have purchase prices ranging from $180,000 to $550,000.
In the past, certain of the Companys projects consisted of smaller units and
were geared more to the lower-end buyer. The Company markets the residences
through commissioned employees and independent real estate brokers in the
Companys market area, which consists of the West Coast of the State of
Florida, primarily, Sarasota, Manatee, Collier, Pasco and Hillsborough
Counties. Residential unit sales are usually conducted from sales offices
located in furnished models in each subdivision where the Company is active.
The Company also typically constructs a limited number of speculative homes in
each residential subdivision in which it is active in order to enhance
marketing and sales activities.

Results of operations for the six and three months ended September 30, 2002 as
compared to the six and three months ended September 30, 2001:

Revenues:

Home and Lot Sales:



| |  | The Companys Home and Lot sales decreased by approximately $1,427,000 to
approximately $6,023,000 for the six months ended September 30, 2002 as
compared to approximately $7,450,000 for the six months ended September
30, 2001. The Companys Home and Lot sales decreased by approximately
$875,000 to approximately $2,526,000 for the three months ended September
30, 2002 as compared to approximately $3,401,000 for the three months
ended September 30, 2001. The decrease in revenues is primarily
attributable to the number of lots sold during both the six and three
months ended September 30, 2002 versus the comparable prior periods, as
well as the five fewer homes closed in the second quarter ended September
30, 2002 compared to the prior year quarter.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During the six month period ended September 30, 2002, the Company closed
26 homes compared to 31 homes in the six month period ended September 30,
2001. Despite delivering fewer homes during the six month period ended
September 30, 2002, the average selling price of those homes was $200,000
as compared to $182,000 for the six month period ended September 30,
2001. The Company sold fewer lots during the six months ended September
30, 2002. Lot sales during this period generated $803,000 in                                                                                                                                                                                                                                                                       

1



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| |  | revenues as compared to lot sales aggregating approximately $1,803,000
during the six months ended September 30, 2001. Despite closing a fewer
number of lots during the six month period ending September 30, 2002, the
average selling price of those lots was $67,000 as compared to $55,000
for the six month period ending September 30, 2001.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Costs and expenses:

Cost of sales:



| |  | Cost of sales decreased by approximately $602,000 to approximately
$5,353,000 for the six months ended September 30, 2002 as compared to
approximately $5,955,000 for the six months ended September 30, 2001.
Cost of sales decreased by approximately $578,000 to approximately
$2,363,000 for the three months ended September 30, 2002 as compared to
approximately $2,941,000 for the three months ended September 30, 2001.
The cost as a percent of sales approximated 89% and 93% for the six and
three months ended September 30, 2002, respectively as compared with 80%
and 86% for the six and three months ended September 30, 2001,
respectively. Although total cost of sales has decreased due to closing
fewer homes than the prior year, the increase in the cost of sales as a
percent of sales can be attributed to the following:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) |  | During 2002, the Company closed more units in the Heron Creek
project. The cost associated with the land in the Heron Creek
project is greater than other projects. The reason for this is
because when the Company bought out its former partner in this
project, the former partner was paid an amount exceeding book value.
This excess value was allocated to the land in the project, thereby
increasing the cost of the land.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | During the later part of 2001, the Company was developing
larger projects and began to incur construction delays, thereby
increasing the carrying cost of the units they closed. The Company
has added additional project superintendents to circumvent these
delays in the future.                                                                                                                                                
|
| | (3) |  | Finally, the Companys vendors increased their costs at a
higher rate than what the Company could pass through to its
customers.                                                                                                                                                                                                                                                                                                   

Selling, general and administrative:



| |  | Selling, general and administrative increased by approximately $55,000 to
approximately $1,316,000 for the six months ended September 30, 2002 as
compared to approximately $1,261,000 for the six months ended
September 30,
2001. Selling, general and administrative decreased by approximately
$139,000 to approximately $500,000 for the three months ended September
30, 2002 as compared to approximately $639,000 for the three months ended
June 30, 2001. General and administrative costs remained relatively
stable, decreasing approximately $4,000 for the six months ended
September 30, 2002 as compared to six months ended September 30, 2001.
Selling expenses increased approximately $59,000 during the same period
due to increased use of outside realtors and promotional expenses
associated with several new developments. However, for the three months
ended September 30, 2002, General and Administrative expenses actually
decreased by approximately $116,000 primarily resulting from lower
professional and consulting fees being incurred as compared to the
comparable prior period. In addition, during the same period, selling
expenses also decreased by approximately $23,000. This decrease was a
result of fewer closings during the quarter.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2



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Interest:



| |  | Interest increased for the six months ended September 30, 2002 as
compared to the six months ended September 30, 2001 by approximately
$22,000. Interest increased for the six months ended September 30, 2002
as compared to the six months ended September 30, 2001 by approximately
$12,000. 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 (loss) after
taxes and allocation of the loss to the joint venture partner was
approximately $(316,000) ($(.02) per share) and $120,446 ($.01 per share)
for the six months ended September 30, 2002 and 2001, respectively. The
Companys net loss was approximately $(173,000) ($(.01) per share)
and $(127,000) ($(.01) per share) for the three months ended September 30,
2002 and 2001, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Liquidity and Capital Resources:

As of September 30, 2002, the Company had net assets of approximately $869,000
including cash and cash equivalents of approximately $244,000. During the six
months ended September 30, 2002, the Companys cash position decreased by
approximately $221,000. Its operating activities utilized approximately
$5,064,000 of cash. This was primarily caused by the Company funding its net
loss of approximately $316,000, an increase in inventories of approximately
$3,737,000, and a decrease in customer deposits of approximately $748,000. This
utilization was financed by the Companys financing activities. The Companys
financing activities provided approximately $4,827,000 of cash principally from
the proceeds of its mortgages and notes payable of approximately $6,546,000
offset by repayments of approximately $2,268,000. The Companys principal
source of financing has historically been provided from its construction
financing which is based on the value of the underlying projects. In addition,
during the three months ended June 30, 2002, the Company entered into and
received $500,000 under a $500,000 revolving line of credit agreement with a
related party to be used to fund construction costs on the Edgewater Moorings
at Lakewood Ranch Project. During the three months ended September 30, 2002, a Company related to
the principal stockholder advanced the Company $50,000 for working
capital purposes. During October 2002, the same Company advanced the
Company an additional $200,000 for working capital purposes. These
advances are due on demand and bear interest at 12% payable monthly. The Company has additional committed bank lines of
credit of approximately $5,180,000 to finance projects currently under
development.




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-14 within 90 days of
the filing date of 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. There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

3



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Part II
Other Information




Item 1. Legal Proceedings

None.




Item 2. Changes in Securities

We issued 9,000 shares of our common stock to our employees under our
Employee Stock Bonus Plan as a bonus. We placed a value of $.10 per share on
each share issued.




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

|     |  |                                                                                       
|---- |  | --------------------------------------------------------------------------------------
|99.1 |  | Certificate of the President and Chief Executive
Officer pursuant to 18 U.S.C. § 1350.
|99.2 |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §
1350.              



| | (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.

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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.
|November 14, 2002 |  | /s/                     |  | Ronald Mustari                                                                                  
|                  |  |                        
|                  |  |                         |  | Ronald Mustari, President and
Chief Executive Officer
(Principal Executive Officer)             
|November 14, 2002 |  | /s/                     |  | Judith Zeman                                                                                    
|                  |  |                        
|                  |  |                         |  | Judith Zeman, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)

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CERTIFICATIONS

I, Ronald Mustari, President and Chief Executive Officer (principal executive
officer) of Whitehall Limited, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Whitehall Limited,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

| |  |                                                      
| |  | -----------------------------------------------------
| |  | /s/ Ronald Mustari                                   
| |  |                                                      
| |  | Ronald Mustari, President and
Chief Executive Officer

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I, Judith Zeman, Chief Financial Officer and Treasurer (principal financial
officer) of Whitehall Limited, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Whitehall Limited,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

| |  |                                                    
| |  | ---------------------------------------------------
| |  | /s/ Judith Zeman                                   
| |  |                                                    
| |  | Judith Zeman, Chief Financial Officer and
Treasurer

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

I N D E X

|                                                                                                                   |  |      
|------------------------------------------------------------------------------------------------------------------ |  | -----
|                                                                                                                   |  | PAGE 
|                                                                                                                   |  |      
|CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002 (UNAUDITED)                                                |  | F-2  
|                                                                                                                  
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) |  | F-3  
|                                                                                                                  
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)           |  | F-4  
|                                                                                                                  
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                                   |  | F-5/6

* * *

F-1



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002

|                                     |                                                                                                       |                                                                      |                            |            |   |            | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | -------------------------- | ---------- | - | ---------- | 
|ASSETS                               |                                                                                                       |                                                                      |                            |           
|Cash and cash equivalents            |                                                                                                       | $                                                                    | 244,376                    |           
|Inventories                          |                                                                                                       |                                                                      | 22,592,078                 |           
|Property and equipment, net          |                                                                                                       |                                                                      | 407,015                    |           
|Other assets                         |                                                                                                       |                                                                      | 127,113                    |           
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total                      |            | $ | 23,370,582 | 
|                                     |                                                                                                       |                                                                      |                            |           
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                       |                                                                      |                            |           
|Liabilities:                         |                                                                                                       |                                                                      |                            |           
|                                     | Mortgages and notes payable                                                                           |                                                                      | $                          | 17,068,351 |  
|                                     | Notes payable  related party                                                                         |                                                                      |                            | 549,000    |  
|                                     | Accounts payable and accrued expenses                                                                 |                                                                      |                            | 1,643,126  |  
|                                     | Customer deposits and advances                                                                        |                                                                      |                            | 821,972    |  
|                                     | Deferred tax liabilities                                                                              |                                                                      |                            | 240,790    |  
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total liabilities          |            |   | 20,323,239 | 
|                                     |                                                                                                       |                                                                      |                            |           
|Interest of joint venture partner    |                                                                                                       |                                                                      | 2,178,067                  |           
|                                     |                                                                                                       |                                                                      |                            |           
|Commitments and contingencies        |                                                                                                       |                                                                      |                            |           
|Stockholders equity:                |                                                                                                       |                                                                      |                            |           
|                                     | Preferred stock:                                                                                      |                                                                      |                            |            |  
|                                     |                                                                                                       | Series A, $.10 par value; 100,000,000 shares authorized; none issued |                            |            |  |           
|                                     |                                                                                                       | Series B, $.10 par value; 2,500,000 shares authorized; none issued   |                            |            |  |           
|                                     | Common
stock, $.10 par value; 500,000,000 shares authorized; 13,317,312 shares issued and outstanding |                                                                      |                            | 1,331,731  |  
|                                     | Additional paid-in capital                                                                            |                                                                      |                            | (337,062   | )
|                                     | Accumulated deficit                                                                                   |                                                                      |                            | (125,393   | )
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total stockholders equity |            |   | 869,276    | 
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total                      |            | $ | 23,370,582 | 
|                                     |                                                                                                       |                                                                      |                            |           

See Notes to Condensed Consolidated Financial Statements.

F-2



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |           |           | 
|---------------------------------------------------- | -------------------------- | ------ | ---------- | ---------------- | --------- | ------------------ | ---------- | --------- | --------- | ---- | ---------- | --------- | --------- | - | ---------- | --------- | --------- | 
|                                                     |                            |        |            | Six Months Ended |           | Three Months Ended
|                                                     |                            |        |            | September 30,    |           | September 30,     
|                                                     |                            |        |            |                  |           |                   
|                                                     |                            |        |            | 2002             |           | 2001               |            | 2002      |           | 2001
|                                                     |                            |        |            |                  |           |                    |            |           |           |     
|Revenue:                                             |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|                                                     | Home and lot sales         |        | $          | 6,022,876        |           |                    | $          | 7,450,275 |           |      | $          | 2,525,755 |           |   | $          | 3,401,449 |          
|                                                     | Other income               |        |            | 22,531           |           |                    |            | 24,767    |           |      |            | 17,147    |           |   |            | 2,474     |          
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|                                                     |                            | Totals |            |                  | 6,045,407 |                    |            |           | 7,475,042 |      |            |           | 2,542,902 |   |            |           | 3,403,923 | 
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|Costs and expenses:                                  |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|                                                     | Cost of sales              |        |            | 5,352,827        |           |                    |            | 5,955,143 |           |      |            | 2,362,634 |           |   |            | 2,941,393 |          
|                                                     | Selling                    |        |            | 680,633          |           |                    |            | 621,868   |           |      |            | 289,274   |           |   |            | 312,150   |          
|                                                     | General and administrative |        |            | 635,373          |           |                    |            | 639,691   |           |      |            | 210,851   |           |   |            | 326,594   |          
|                                                     | Interest                   |        |            | 90,460           |           |                    |            | 68,094    |           |      |            | 39,502    |           |   |            | 27,949    |          
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|                                                     |                            | Totals |            |                  | 6,759,293 |                    |            |           | 7,284,796 |      |            |           | 2,902,261 |   |            |           | 3,608,086 | 
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|Operating income (loss)                              |                            |        | (713,886   | )                |           |                    | 190,246    |           |           |      | (359,359   | )         |           |   | (204,163   | )        
|Loss applicable to interest of joint
venture partner |                            |        | 186,535    |                  |           |                    |            |           |           |      | 61,864     |           |           |   |            |          
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|Income (loss) before income taxes                    |                            |        | (527,351   | )                |           |                    | 190,246    |           |           |      | (297,495   | )         |           |   | (204,163   | )        
|Provision (credit) for income taxes                  |                            |        | (210,940   | )                |           |                    | 69,800     |           |           |      | (124,410   | )         |           |   | (77,300    | )        
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|Net income (loss)                                    |                            | $      | (316,411   | )                |           | $                  | 120,446    |           |           | $    | (173,085   | )         |           | $ | (126,863   | )        
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|Basic earnings (loss) per share                      |                            | $      | (.02       | )                |           | $                  | .01        |           |           | $    | (.01       | )         |           | $ | (.01       | )        
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          
|Basic weighted average shares
outstanding            |                            |        | 13,311,656 |                  |           |                    | 11,232,820 |           |           |      | 13,314,964 |           |           |   | 11,235,741 |          
|                                                     |                            |        |            |                  |           |                    |            |           |           |      |            |           |           |   |            |          

See Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |            |         |            |            |  
|---------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------------------ | ----------------------------------------- | ----------------------------------------- | -------- | ---------- | ---------- | ---------- | ------- | ---------- | ---------- | -
|                                               |                                                                                      |                                                        |                                           |                                           |          | 2002       |            | 2001      
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|Operating activities:                          |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               | Net income (loss)                                                                    |                                                        | $                                         | (316,411                                  | )        |            | $          | 120,446    |        
|                                               | Adjustments to reconcile net income (loss) to net cash
used in operating activities: |                                                        |                                           |                                           |          |            |            |            |        
|                                               |                                                                                      | Depreciation                                           |                                           |                                           | 23,892   |            |            |            | 13,891  |           
|                                               |                                                                                      | Deferred income taxes                                  |                                           |                                           | (210,940 | )          |            |            | (38,200 | )         
|                                               |                                                                                      | Cost of services paid through issuance of common stock |                                           |                                           | 900      |            |            |            | 41,026  |           
|                                               |                                                                                      | Loss applicable to interest of joint venture partner   |                                           |                                           | (186,535 | )          |            |            |         |           
|                                               |                                                                                      | Gain on sale of equipment                              |                                           |                                           | (12,715  | )          |            |            |         |           
|                                               |                                                                                      | Changes in operating assets and liabilities:           |                                           |                                           |          |            |            |            |         |           
|                                               |                                                                                      |                                                        | Inventories                               |                                           |          | (3,737,218 | )          |            |         | (2,488,880 | )         
|                                               |                                                                                      |                                                        | Other assets                              |                                           |          | 12,550     |            |            |         | 15,684     |           
|                                               |                                                                                      |                                                        | Accounts payable and accrued expenses     |                                           |          | 218,556    |            |            |         | (106,159   | )         
|                                               |                                                                                      |                                                        | Customer deposits and advances            |                                           |          | (747,538   | )          |            |         | 403,787    |           
|                                               |                                                                                      |                                                        | Income taxes payable                      |                                           |          | (108,277   | )          |            |         | 80,870     |           
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               |                                                                                      |                                                        |                                           | Net cash used in operating activities     |          |            | (5,063,736 | )          |         |            | (1,957,535 | )
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|Investing activities:                          |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               | Purchase of property and equipment                                                   |                                                        |                                           | (14,070                                   | )        |            |            |            |        
|                                               | Proceeds from sale of equipment                                                      |                                                        |                                           | 30,500                                    |          |            |            |            |        
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               |                                                                                      |                                                        |                                           | Net cash provided by investing activities |          |            | 16,430     |            |         |            |            |  
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|Financing activities:                          |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               | Proceeds from mortgages and notes payable                                            |                                                        |                                           | 6,545,996                                 |          |            |            | 6,593,897  |        
|                                               | Repayments of mortgages and note payable                                             |                                                        |                                           | (2,268,366                                | )        |            |            | (4,845,056 | )      
|                                               | Proceeds from notes payable  related party                                          |                                                        |                                           | 550,000                                   |          |            |            |            |        
|                                               | Repayment of notes payable  related party                                           |                                                        |                                           | (1,000                                    | )        |            |            |            |        
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               |                                                                                      |                                                        | Net cash provided by financing activities |                                           |          | 4,826,630  |            |            |         | 1,748,841  |           
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|Net decrease in cash and cash equivalents      |                                                                                      |                                                        | (220,676                                  | )                                         |          |            | (208,694   | )         
|Cash and cash equivalents, beginning of period |                                                                                      |                                                        | 465,052                                   |                                           |          |            | 950,005    |           
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|Cash and cash equivalents, end of period       |                                                                                      | $                                                      | 244,376                                   |                                           |          | $          | 741,311    |           
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|Supplemental disclosure of cash flow data:     |                                                                                      |                                                        |                                           |                                           |          |            |            |           
|                                               | Interest paid, net of amount capitalized                                             |                                                        | $                                         | 90,460                                    |          |            | $          | 68,094     |        
|                                               |                                                                                      |                                                        |                                           |                                           |          |            |            |           

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 accruals, necessary to present fairly the
financial position of Whitehall Limited, Inc. and Subsidiaries (the
Company) as of September 30, 2002, and its results of operations for
the six and three months ended September 30, 2002 and 2001 and cash
flows for the six months ended September 30, 2002 and 2001. 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, 2002 and
the notes thereto (the Audited Financial Statements) 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, 2002 that was
previously filed with the SEC.
|                                           |  | The results of the Companys operations for the six and three months
ended September 30, 2002 are not necessarily indicative of the results
of operations for the full year ending March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |  | The Companys significant accounting policies and line of business
have not changed from those described in the 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, 2002 and 2001 because there were no dilutive securities
outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 3 - Related party transactions:      
|                                           |  | On June 4, 2002, the Company entered into a $500,000 revolving line of
credit agreement with a related party. The principal balance is due
and payable eighteen months from the date of the agreement. Borrowings
under the line of credit bear interest at 12% which is payable
monthly. The line of credit is secured by all second deposits due the
Company on certain contracts for condominiums located at the Edgewater
Moorings at Lakewood Ranch Project, as defined in the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

|                                                 |  |                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 3 - Related party transactions (concluded):
|                                                 |  | During the three months ended September 30, 2002, a Company related to
the principal stockholder advanced the Company $50,000 for working
capital purposes. During October 2002, the same Company advanced the
Company an additional $200,000 for working capital purposes. These
advances are due on demand and bear interest at 12% payable monthly.
|Note 4 - Employee stock plan:                   
|                                                 |  | During the six months ended September 30, 2002, the Company issued
9,000 shares of common stock having a value of $900 under its employee
stock plan (see Note 13 to the Audited Financial Statements).                                                                                                                                               

* * *

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##### Table of Contents



EXHIBIT INDEX

|               |  |                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                           
|               |  |                                                                                       
|99.1           |  | Certificate of the President and Chief Executive
Officer pursuant to 18 U.S.C. § 1350.
|99.2           |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §
1350.