##### 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: June 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 Employer Identification No.)

290 Cocoanut Avenue, Sarasota, Florida 34236

---

Address of principal executive offices
941-954-1181


---

(Issuers telephone number)


Not applicable

---

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


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

Yes   [x]               No   [   ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 13,308,312

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
|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                  
|INDEX TO EXHIBITS           
|EXHIBIT 99.1                
|EXHIBIT 99.2                



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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 1,400 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 three months ended June 30, 2002 as compared to
the three months ended June 30, 2001:

Revenues:

Home and Lot Sales:



| |  |  | The Companys Home and Lot sales decreased by approximately $552,000 to
approximately $3,497,000 for the three months ended June 30, 2002 as
compared to approximately $4,049,000 for the three months ended June 30,
2001. The decrease in revenues is primarily attributable to the number
of lots sold during the period.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | During both periods ending June 30, 2002 and 2001, the Company closed 15
homes, which generated approximately $2,911,000 and $2,948,000,
respectively, in revenues.                                                                                                                                                         

1



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| |  |  | However, the Company only sold lots during the three months ended June
30, 2002, which generated $586,000 in revenues as compared to lots
aggregating approximately $1,101,000 during the three months ended June
30, 2001. Despite closing a fewer number of lots during the three month
period ending June 30, 2002, the average selling price of those lots was
$73,000 as compared to $55,000 for the three month period ending June 30,
2001.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Revenue:



| |  |  | Other revenue consists of Management fees, interest, real estate
commissions and sundry income. During the three months ended June 30,
2002 and 2001, other revenue was approximately $5,000 and $22,000,
respectively. The primary reason for the decrease is that the Company
maintained lower average cash balances in the three months ended June 30,
2002 as compared to the three months ended June 30, 2001.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Costs and expenses:

Cost of sales:



| |  |  | Cost of sales increased by approximately $258,000 to approximately
$2,990,000 for the three months ended June 30, 2002 as compared to
approximately $2,732,000 for the three months ended June 30, 2001. The
cost as a percent of sales approximated 86% and 67% for the three months ended
June 30, 2002 and June 30, 2001, respectively. The increase in the cost
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 decreased by approximately $89,000 to
approximately $815,000 for the three months ended June 30, 2002 as
compared to approximately $904,000 for the three months ended June 30,
2001. General and administrative costs were comparable for the two
periods but selling expense decreased due to the reduced level of sales.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest:



| |  |  | Interest increased for the three months ended June 30, 2002 as compared
to the three
| |  |  | ------------------------------------------------------------------------------------

2



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| |  |  | months ended June 30, 2001 by
approximately $11,000. 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) was
approximately $(143,000) ($(.01) per share) and $247,000 ($.02 per share)
for the three months ended June 30, 2002 and 2001, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Liquidity and Capital Resources:

As of June 30, 2002, the Company had net assets of approximately $1,041,000
including cash and cash equivalents of approximately $406,000. During the three
months ended June 30, 2002, the Companys cash position decreased by
approximately $59,000. Its operating activities utilized approximately
$2,811,000 of cash. This was primarily caused by the Company funding its net
loss of approximately $143,000, an increase in inventories of approximately
$1,961,000, and a decrease in customer deposits of approximately $563,000. This
utilization was financed by the Companys financing activities. The Companys
financing activities provided approximately $2,766,000 of cash principally from
the proceeds of its mortgages and notes payable of approximately $2,838,000
offset by repayments of approximately $573,000. 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.

3



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Part II
Other Information




Item 1. Legal Proceedings

None.




Item 2. Changes in Securities

Not applicable.




Item 3. Defaults Upon Senior Securities

Not applicable.




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

None.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits.
| | --- |  | ---------



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

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.



|August 13, 2002    August 13, 2002 | Whitehall Limited, Inc.
 
 
/s/   Ronald MustariRonald Mustari, President and Chief Executive Officer
(Principal Executive Officer)
 
 
/s/   Judith ZemanJudith Zeman, 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

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

*     *     *

F-1



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2002

|                                     |                                                                                                       |                                                                      |                            |            |   |            | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | -------------------------- | ---------- | - | ---------- | 
|ASSETS                              
|Cash and cash equivalents            |                                                                                                       | $                                                                    | 406,066                    |           
|Inventories                          |                                                                                                       |                                                                      | 20,816,341                 |           
|Property and equipment, net          |                                                                                                       |                                                                      | 436,150                    |           
|Other assets                         |                                                                                                       |                                                                      | 94,448                     |           
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total                      |            | $ | 21,753,005 | 
|                                     |                                                                                                       |                                                                      |                            |           
|LIABILITIES AND STOCKHOLDERS EQUITY
|Liabilities:                         |                                                                                                       |                                                                      |                            |           
|                                     | Mortgages and notes payable                                                                           |                                                                      | $                          | 15,056,548 |  
|                                     | Notes payable  related party                                                                         |                                                                      |                            | 500,000    |  
|                                     | Accounts payable and accrued expenses                                                                 |                                                                      |                            | 1,435,518  |  
|                                     | Customer deposits and advances                                                                        |                                                                      |                            | 1,006,071  |  
|                                     | Income taxes payable                                                                                  |                                                                      |                            | 464,670    |  
|                                     | Deferred tax liabilities                                                                              |                                                                      |                            | 8,806      |  
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total liabilities          |            |   | 18,471,613 | 
|                                     |                                                                                                       |                                                                      |                            |           
|Interest of joint venture partner    |                                                                                                       |                                                                      | 2,239,931                  |           
|                                     |                                                                                                       |                                                                      |                            |           
|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;
13,308,312 shares issued and outstanding |                                                                      |                            | 1,330,831  |  
|                                     | Additional paid-in capital                                                                            |                                                                      |                            | (337,062   | )
|                                     | Retained earnings                                                                                     |                                                                      |                            | 47,692     |  
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total stockholders equity |            |   | 1,041,461  | 
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total                      |            | $ | 21,753,005 | 
|                                     |                                                                                                       |                                                                      |                            |           

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, 2002 AND 2001
(UNAUDITED)

|                                                     |  |                            |            |   |           |           |            |   |           |           | 
|---------------------------------------------------- |  | -------------------------- | ---------- | - | --------- | --------- | ---------- | - | --------- | --------- | 
|                                                     |  |                            |            |   | 2002      |           | 2001      
|                                                     |  |                            |            |   |           |           |           
|Revenue:                                             |  |                            |            |   |           |           |            |  
|                                                     |  | Home and lot sales         |            | $ | 3,497,121 |           |            | $ | 4,048,826 |          
|                                                     |  | Other income               |            |   | 5,384     |           |            |   | 22,293    |          
|                                                     |  |                            |            |   |           |           |            |  
|                                                     |  |                            | Totals     |   |           | 3,502,505 |            |   |           | 4,071,119 | 
|                                                     |  |                            |            |   |           |           |            |  
|Costs and expenses:                                  |  |                            |            |   |           |           |            |  
|                                                     |  | Cost of sales              |            |   | 2,990,193 |           |            |   | 2,732,137 |          
|                                                     |  | Selling                    |            |   | 391,359   |           |            |   | 470,094   |          
|                                                     |  | General and administrative |            |   | 424,522   |           |            |   | 434,334   |          
|                                                     |  | Interest                   |            |   | 50,958    |           |            |   | 40,145    |          
|                                                     |  |                            |            |   |           |           |            |  
|                                                     |  |                            | Totals     |   |           | 3,857,032 |            |   |           | 3,676,710 | 
|                                                     |  |                            |            |   |           |           |            |  
|Operating income (loss)                              |  |                            | (354,527   | ) |           |           | 394,409    |  
|Loss applicable to interest of joint venture partner |  |                            | 124,671    |   |           |           |            |  
|                                                     |  |                            |            |   |           |           |            |  
|Income (loss) before income taxes                    |  |                            | (229,856   | ) |           |           | 394,409    |  
|Provision (credit) for income taxes                  |  |                            | (86,530    | ) |           |           | 147,100    |  
|                                                     |  |                            |            |   |           |           |            |  
|Net income (loss)                                    |  | $                          | (143,326   | ) |           | $         | 247,309    |  
|                                                     |  |                            |            |   |           |           |            |  
|Basic earnings (loss) per share                      |  | $                          | (.01       | ) |           | $         | .02        |  
|                                                     |  |                            |            |   |           |           |            |  
|Basic weighted average shares outstanding            |  |                            | 13,308,312 |   |           |           | 11,194,192 |  
|                                                     |  |                            |            |   |           |           |            |  

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, 2002 AND 2001
(UNAUDITED)

|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |            |         |            |            |  
|--------------------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------------------ | ----------------------------------------- | ------------------------------------- | -------- | ---------- | ---------- | ---------- | ------- | ---------- | ---------- | -
|                                                          |                                                                                      |                                                        |                                           |                                       |          | 2002       |            | 2001      
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|Operating activities:                                     |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|                                                          | Net income (loss)                                                                    |                                                        | $                                         | (143,326                              | )        |            | $          | 247,309    |        
|                                                          | Adjustments to reconcile net income (loss) to net cash
used in operating activities: |                                                        |                                           |                                       |          |            |            |            |        
|                                                          |                                                                                      | Depreciation                                           |                                           |                                       | 12,542   |            |            |            | 8,720   |           
|                                                          |                                                                                      | Deferred income taxes                                  |                                           |                                       | (1,130   | )          |            |            | (27,000 | )         
|                                                          |                                                                                      | Cost of services paid through issuance of common stock |                                           |                                       |          |            |            |            | 38,956  |           
|                                                          |                                                                                      | Loss applicable to interest of joint venture partner   |                                           |                                       | (124,671 | )          |            |            |         |           
|                                                          |                                                                                      | Changes in operating assets and liabilities:           |                                           |                                       |          |            |            |            |         |           
|                                                          |                                                                                      |                                                        | Inventories                               |                                       |          | (1,961,481 | )          |            |         | (2,016,164 | )         
|                                                          |                                                                                      |                                                        | Other assets                              |                                       |          | 45,215     |            |            |         | 9,159      |           
|                                                          |                                                                                      |                                                        | Accounts payable and accrued expenses     |                                       |          | 10,948     |            |            |         | (123,166   | )         
|                                                          |                                                                                      |                                                        | Customer deposits and advances            |                                       |          | (563,439   | )          |            |         | 77,897     |           
|                                                          |                                                                                      |                                                        | Income taxes payable                      |                                       |          | (85,401    | )          |            |         | 174,100    |           
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|                                                          |                                                                                      |                                                        |                                           | Net cash used in operating activities |          |            | (2,810,743 | )          |         |            | (1,610,189 | )
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|Investing activities  purchase of property and equipment |                                                                                      |                                                        | (14,070                                   | )                                     |          |            |            |           
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|Financing activities:                                     |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|                                                          | Proceeds from mortgages and notes payable                                            |                                                        |                                           | 2,838,350                             |          |            |            | 4,029,148  |        
|                                                          | Proceeds from notes payable  related party                                          |                                                        |                                           | 500,000                               |          |            |            |            |        
|                                                          | Repayments of mortgages and note payable                                             |                                                        |                                           | (572,523                              | )        |            |            | (2,420,337 | )      
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|                                                          |                                                                                      |                                                        | Net cash provided by financing activities |                                       |          | 2,765,827  |            |            |         | 1,608,811  |           
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|Net decrease in cash and cash equivalents                 |                                                                                      |                                                        | (58,986                                   | )                                     |          |            | (1,378     | )         
|Cash and cash equivalents, beginning of period            |                                                                                      |                                                        | 465,052                                   |                                       |          |            | 950,005    |           
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|Cash and cash equivalents, end of period                  |                                                                                      | $                                                      | 406,066                                   |                                       |          | $          | 948,627    |           
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|Supplemental disclosure of cash flow data:                |                                                                                      |                                                        |                                           |                                       |          |            |            |           
|                                                          | Interest paid, net of amount capitalized                                             |                                                        | $                                         | 50,958                                |          |            | $          | 40,145     |        
|                                                          |                                                                                      |                                                        |                                           |                                       |          |            |            |           

See Notes to Condensed Consolidated Financial Statements.

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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, 2002, and its results of operations
and cash flows for the three months ended June 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 three months ended
June 30, 2002 are not necessarily indicative of the results of
operations for the full year ending March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  |  | Significant accounting policies and line of business have not
changed from March 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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 three months ended
June 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 that is due and payable
eighteen months from the date of the agreement. Borrowings under the
line of credit bear interest at 12% and is payable in monthly
installments of interest only. 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.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*     *     *

F-5



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INDEX TO EXHIBITS

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