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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:
June 30, 2004

[ ]          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                                                        
|                                                               
|(State or other jurisdiction 
of incorporation or
organization)
|                                                               

|290 Cocoanut Avenue, Sarasota, Florida 34236
|--------------------------------------------
|                                            
|Address of principal executive offices      
|941-954-1181                                
|                                            
|(Issuers telephone number)                 
|                                            
|Not
applicable                              
|                                            

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


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [x]       No [ ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 14,182,977

Transitional Small Business Disclosure Format (check one):

Yes
[ ]       No [x]





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TABLE OF CONTENTS



|                             |                                                                                               |  |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I Financial Information
|                             | Item 1. Financial Statements                                                                 
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of 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 Index               
|EXHIBIT 31.1                
|EXHIBIT 31.2                
|EXHIBIT 32.1                
|EXHIBIT 32.2                



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Part I
Financial Information




Item 1. Financial Statements

See financial statements beginning on page F-1




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

Form 10-QSB, other than historical financial information, may consist of
forward-looking statements that include risks and uncertainties, including, but
not limited to, statements contained in Managements Discussion and Analysis
of Financial Condition and Results of Operations. Such statements are based
upon many assumptions and are subject to risks and uncertainties. Actual
results could differ materially from the results discussed in the
forward-looking statements due to a number of factors, including, but not
limited to, those identified in this document and the Companys other filings
with the Securities and Exchange Commission. The Company disclaims any intent
or obligation to update these forward-looking statements.

Overview:

The Company builds quality homes with custom features at moderate prices.
The homes are designed principally for the entry level or moving up home
buyers market, as well as the retirement segment of such market. Residences
constructed and marketed by the Company generally range in size from 1,600 to
4,000 square feet and have purchase prices ranging from $150,000 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.

Results of Operations:

Results of operations for the three months ended June 30, 2004 as compared to
the three months ended June 30, 2003 were as follows:

Revenues:

Home and Lot Sales:



The Companys home and lot sales increased by approximately $9,843,000 to
approximately $15,318,000 for the three months ended June 30, 2004 as compared
to approximately $5,475,000 for the three months ended June 30, 2003. The
increase in revenues is primarily attributable to the type of project
(luxury condominiums and townhomes) we are
currently developing and the cyclical nature of these projects.

1



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During the three month period ended June 30, 2004, the Company closed 48 homes
and lots as compared to 14 homes and lots in the three month period ended June
30, 2003. However, during the three month period ended June 30, 2004, the
average selling price of the homes closed decreased to $280,000 as compared to
$352,000 for the three month period ended June 30, 2003. Lot sales during this
period generated approximately $1,877,000 in revenues as compared to lot sales
aggregating approximately $545,000 during the three months ended June 30, 2003.
Although the revenues for lot sales increased, the average selling price of
those lots declined to $57,000 as compared to $68,000 for the three month
period ending June 30, 2003. Costs and expenses: Cost of sales:  Cost of sales increased by approximately $7,771,000 to approximately
$12,091,000 for the three months ended June 30, 2004 as compared to
approximately $4,320,000 for the three months ended June 30, 2003. The cost as
a percent of sales approximated 79% for the three months ended June 30,
2004 and 2003. Total cost of sales has increased due to
closing more homes than in the prior year. However, the
cost of sales as a percent of sales has remained comparable. Selling, general and administrative:  Selling, general and administrative costs increased by approximately $846,000
to approximately $1,843,000 for the three months ended June 30, 2004 as
compared to approximately $997,000 for the three months ended June 30, 2003.
General and administrative costs increased approximately $136,000 for the three
months ended June 30, 2004 as compared to the three months ended June 30, 2003.
This increase was primarily the result of increased payroll, a steep increase
in health care and other insurance costs. Selling expenses increased
approximately $710,000 during the same period primarily due to increased level
of sales which resulted in higher commissions and increased project staffing
requirements during the quarter related to new communities under development. Interest:  Interest expense decreased for the three months ended June 30, 2004 as compared
to the three months ended June 30, 2003 by approximately $17,000. 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 rather than expensed. Income from operations: As a result of the aforementioned, the Companys income from operations
for the three months ended June 30, 2004 was approximately $1,398,000 as
compared to approximately $120,000 for the comparable prior quarter. However,
approximately $856,000 of income during the three months ended June 30, 2004
and approximately $302,000 of income during the three months ended June 30,
2003 was applicable to the interest of our joint venture partners. Net Income (loss): As a result of the aforementioned, the Company recognized income (loss) after
taxes and allocation of income to the joint venture partners of approximately
$336,000 ($.02 per share) and $(115,000) ($.01 per share) for the three months
ended June 30, 2004 and 2003, respectively. Liquidity and Capital Resources: As of June 30, 2004, the Company had net assets of approximately $3,409,000,
including cash and cash equivalents of approximately $2,445,000. During the
three months ended June 30, 2004, the Companys cash position increased by
approximately $539,000. Its operating activities provided approximately
$1,862,000 of cash. This was primarily due to the income from
operations of approximately $1,398,000, and the reduction in inventories of
approximately $3,924,000, offset by paying down accounts payable and accrued expenses by
approximately $1,874,000 and applying approximately $1,434,000 in customer
deposits to closed sales. In addition, investing activities utilized approximately $19,000 of
cash through the purchase of equipment. The Companys financing
activities used approximately $1,304,000 of cash principally from the proceeds of
its mortgages and notes payable of approximately $11,228,000, $50,000
in proceeds from a related party note payable, which is offset by repayments of
approximately $11,703,000 and made distributions to joint venture
partners of $879,000. 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
$9,089,000 to finance projects currently under development. 2




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The Company received notification that it breached a certain financial covenant
applicable to a revolving line of credit construction loan in the principal
amount of $3,500,000 with Washington Mutual Bank. In August 2004, the lender
waived the covenant violation until August 30, 2004, at which time, unless done
earlier, the Company will be required to place the outstanding balance of the
line of credit with another financial institution. As of June 30, 2004, the
Company had approximately $497,000 outstanding under this line of credit. As a result of increased housing demand as well as construction delays and the
cyclical nature of the market, the Company continues to accumulate a
significant backlog of homes expected to be delivered in the current
and next fiscal year.
As of June 30, 2004, contracts are in place for closing 270 homes, of which 198
are scheduled to close in the current fiscal year. The anticipated revenue
associated with these contracts totals approximately $79,973,000, of which
approximately $55,264,000 is associated with units scheduled to close in the
fiscal year ending March 31, 2005, and the remaining approximately $24,709,000
is associated with units scheduled to close in the fiscal year ending March 31,
2006. The table below summarizes the contracts and associated revenue in place
as of June 30, 2004: To Close
    
    To CloseUnits
    
    Contract
    
    As of 3/31/05
    
    As of 3/31/06Under
    
    PriceProject
    
    Contract
    
    Total
    
    Units
    
    $
    
    Units
    
    $Calumet Reserve
at Lely Resort
    
    
    12
    
    
    $
    3,263,037
    
    
    
    12
    
    
    $
    3,263,037
    
    
    
    
    
    
    $
    Ancient Oaks
    
    
    31
    
    
    $
    6,874,010
    
    
    
    31
    
    
    $
    6,874,010
    
    
    
    
    
    
    $
    Heron Creek Golf
& Country Club
    
    
    12
    
    
    $
    3,772,202
    
    
    
    12
    
    
    $
    3,772,202
    
    
    
    
    
    
    $
    Lake Jovita
    
    
    7
    
    
    $
    1,762,249
    
    
    
    7
    
    
    $
    1,762,249
    
    
    
    
    
    
    $
    Waterchase
    
    
    41
    
    
    $
    12,275,989
    
    
    
    30
    
    
    $
    8,687,967
    
    
    
    11
    
    
    $
    3,588,022Shadow Moss
    
    
    29
    
    
    $
    4,203,531
    
    
    
    24
    
    
    $
    3,501,398
    
    
    
    5
    
    
    $
    702,133Cayo Costa
    
    
    4
    
    
    $
    775,585
    
    
    
    4
    
    
    $
    775,585
    
    
    
    
    
    
    $
    Miramar at
Lakewood Ranch
    
    
    80
    
    
    $
    24,990,716
    
    
    
    43
    
    
    $
    12,565,581
    
    
    
    37
    
    
    $
    12,425,135The Moorings at
Lakewood Ranch
    
    
    54
    
    
    $
    22,055,994
    
    
    
    35
    
    
    $
    14,062,028
    
    
    
    19
    
    
    $
    7,993,966Totals
    
    
    270
    
    
    $
    79,973,313
    
    
    
    198
    
    
    $
    55,264,057
    
    
    
    72
    
    
    $
    24,709,256
 
 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
June 30, 2004, 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. 3




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Part II
Other Information




Item 1. Legal Proceedings

None.




Item 2. Changes in Securities

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 and Reports on Form 8-K

(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.              

(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.

4



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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.
|                |                         |                                                                                               
|August 16, 2004 | /s/                     | Ronald Mustari                                                                                
|                |                        
|                |                         | Ronald Mustari, President and
Chief Executive Officer
(Principal Executive Officer)           
|                |                         |                                                                                               
|August 16, 2004 | /s/                     | Kay Carter                                                                                    
|                |                        
|                |                         | Kay Carter, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)

5



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES I N D E X PAGECONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2004 (UNAUDITED)
    
    
    F-2CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS
ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)
    
    
    F-3CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)
    
    
    F-4NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
    
    
    F-5
 * * * F-1




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED) ASSETSCash and cash equivalents
    
    $
    2,444,548Inventories
    
    
    44,690,177Property and equipment, net
    
    
    437,580Other assets
    
    
    501,583Total
    
    $
    48,073,888LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgages and notes payable
    
    $
    30,073,151Notes payable  related party
    
    
    750,854Accounts payable and accrued expenses
    
    
    5,729,395Customer deposits and advances
    
    
    4,485,828Total liabilities
    
    
    41,039,228Interest of joint venture partners
    
    
    3,625,188Commitments and contingenciesStockholders 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;
14,182,977 shares issued and outstanding
    
    
    1,418,298Additional paid-in capital
    
    
    (278,539
    )Retained earnings
    
    
    2,269,713Total stockholders equity
    
    
    3,409,472Total
    
    $
    48,073,888
 See Notes to Condensed Consolidated Financial Statements. F-2




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED) 2004
    
    2003Revenue:Home and lot sales
    
    $
    15,317,755
    
    
    $
    5,475,175Other
    
    
    57,168
    
    
    
    22,077Totals
    
    
    15,374,923
    
    
    
    5,497,252Costs and expenses:Cost of sales
    
    
    12,090,866
    
    
    
    4,320,253Selling
    
    
    1,398,255
    
    
    
    688,152General and administrative
    
    
    444,769
    
    
    
    308,712Interest
    
    
    43,467
    
    
    
    59,972Totals
    
    
    13,977,357
    
    
    
    5,377,089Income from operations
    
    
    1,397,566
    
    
    
    120,163Income applicable to interest of joint venture partners
    
    
    855,664
    
    
    
    301,982Income (loss) before income taxes
    
    
    541,902
    
    
    
    (181,819
    )Provision
for income taxes
    
    
    205,923
    
    
    
    (66,400
    )Net income (loss)
    
    $
    335,979
    
    
    $
    (115,419
    )Basic earnings (loss) per share
    
    $
    .02
    
    
    $
    (.01
    )Basic weighted average shares outstanding
    
    
    14,264,552
    
    
    
    14,284,812
 See Notes to Condensed Consolidated Financial Statements. F-3




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2004 AND 2003(UNAUDITED) 2004
    
    2003Operating activities:Net income (loss)
    
    $
    335,979
    
    
    $
    (115,419
    )Adjustments
to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation
    
    
    12,100
    
    
    
    10,743Income applicable to interest of joint venture partners
    
    
    855,664
    
    
    
    301,982Changes in operating assets and liabilities:Inventories
    
    
    3,923,818
    
    
    
    (2,436,533
    )Other assets
    
    
    42,595
    
    
    
    (62,360
    )Accounts payable and accrued expenses
    
    
    (1,873,883
    )
    
    
    (354,290
    )Customer deposits and advances
    
    
    (1,434,231
    )
    
    
    896,610Net cash provided by (used in) operating activities
    
    
    1,862,042
    
    
    
    (1,759,267
    )Investing
activities  purchase of property and equipment
    
    
    (19,499
    )Financing activities:Distribution to joint venture partners
    
    
    (879,132
    )
    
    
    (151,413
    )Proceeds from mortgages and notes payable
    
    
    11,228,295
    
    
    
    5,584,650Proceeds from (repayments of) notes payable  related party
    
    
    50,000
    
    
    
    (190,000
    )Repayments of mortgages and note payable
    
    
    (11,702,838
    )
    
    
    (4,280,173
    )Net cash provided by (used in) financing activities
    
    
    (1,303,675
    )
    
    
    963,064Net increase (decrease) in cash and cash equivalents
    
    
    538,868
    
    
    
    (796,203
    )Cash and cash equivalents, beginning of period
    
    
    1,905,680
    
    
    
    2,753,721Cash and cash equivalents, end of period
    
    $
    2,444,548
    
    
    $
    1,957,518Supplemental disclosure of cash flow data:Interest paid, net of amount capitalized
    
    $
    43,467
    
    
    $
    59,972
 See Notes to Condensed Consolidated Financial Statements. F-4




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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 June 30, 2004, and its results of operations and cash
flows for the three months ended June 30, 2004 and 2003. Pursuant to
the rules and regulations of the United States Securities and Exchange
Commission (the SEC), certain information and disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed in or omitted from these financial
statements unless significant changes have taken place since the end
of the most recent fiscal year. Accordingly, these unaudited condensed
financial statements should be read in conjunction with the audited
financial statements as of and for the year ended March 31, 2004 and
the notes thereto and the other information included in the Companys
Annual Report on Form 10-KSB (the Form 10-KSB) for the year ended
March 31, 2004 that was previously filed with the SEC.  The results of the Companys operations for the three months ended
June 30, 2004 are not necessarily indicative of the results of
operations for the full year ending March 31, 2005.  Significant accounting policies and line of business have not changed
from those described in the Form 10-KSB. Note 2  Income (loss) per common share: The Company presents basic income (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 three months ended June 30, 2004 and 2003 because there were
no dilutive securities outstanding. Note 3  Mortgages and notes payable: The Company received notification that it breached a certain financial
covenant applicable to a revolving line of credit construction loan in
the principal amount of $3,500,000 with Washington Mutual Bank. In
August, 2004, the lender waived the covenant violation until August
30, 2004, at which time, unless done earlier, the Company will be
required to place the outstanding balance of the line of credit with
another financial institution. At June 30, 2004, the Company had
approximately $497,000 outstanding under this line of credit. * * * F-5




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Exhibit Index

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