##### 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:
December 31, 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
    84-1092599(State or other jurisdiction 
of incorporation or
organization)
    (IRS Employer Identification No.) 290 Cocoanut Avenue, Sarasota, Florida 34236Address of principal executive offices941-954-1181(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 InformationItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Controls and ProceduresPart IIItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESExhibit IndexEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents  
 Part IFinancial 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 $190,000 to
$1,500,000. In the past, certain of the Companys projects consisted of smaller units and were
geared more to the lower-end buyer. The current focus of the Company is on middle- to higher-end
homes, including luxury condominiums and townhomes in several upscale developments. The Company
markets the residences through commissioned employees and independent real estate brokers in the
Companys market area, which consists of the West Coast of the State of Florida, primarily,
Sarasota, Manatee, Collier, Pasco and Hillsborough Counties and more
recently, two multi-family developments on the East Coast of Florida. Residential unit sales are usually
conducted from sales offices located in furnished models in each subdivision where the Company is
active. The Company also typically constructs a limited number of speculative homes in each
residential subdivision in which it is active in order to enhance marketing and sales activities. Critical Accounting
Policies: Use of Estimates: The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to make
certain estimates and assumptions that affect certain reported
amounts and disclosures. Actual results could differ from those
estimates. Revenue Recognition: Income from sales is recorded
when title to the property is conveyed to the buyer subject to the
buyers financial commitment being sufficient to provide
economic substance to the transaction. Recent Accounting Policies: In May 2003, the FASB issued
Statement of Financial Accounting Standards No. 150, Accounting
for Certain Financial Instruments with Characteristics of both
Liabilities and Equity (SFAS 150). SFAS 150
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 was effective for interim periods
beginning after June 15, 2003. The Company has determined the
adoption of this new accounting pronouncement did not have
a material impact on the financial statements of the Company. In December 2004, the
FASB issued SFAS No. 123(R),
Accounting for Stock-Based Compensation (SFAS
123(R)). SFAS 123(R) establishes standards for the accounting
for transactions in which an entity exchanges its equity
instruments for goods or services. SFAS 123(R) focuses primarily on
accounting for transactions in which an entity obtains employee
services in share-based payment transactions. SFAS 123(R) requires
that the fair value of such equity instruments be recognized as
expense in the historical financial statements as services are
performed, which will usually be the vesting period. SFAS 123(R)
shall be effective for public entities that file as small business
issuers as of the beginning of the first interim or annual reporting
period that begins after December 15, 2005.  The Company has determined the
adoption of this new accounting pronouncement is not expected to have
a material impact on the financial statements of the Company. Results of Operations: Results of operations for the
nine and three months ended December 31, 2004 as compared to the
nine and three months
ended December 31, 2003 were as follows: Revenues: Home and Lot Sales: The Companys Home and Lot sales increased by approximately $16,432,000 to approximately
$44,487,000 for the nine months ended December 31, 2004 as compared to approximately
$28,055,000 for the nine months ended December 31, 2003. The Companys Home and Lot sales
decreased by approximately $4,750,000 to approximately $9,863,000 for the three months ended
December 31, 2004 as compared to approximately $14,613,000 for the three months ended
December 31, 2003. The decrease in revenues for the quarter is primarily attributable to
delays due to the three major hurricanes to which the West Coast of Florida was subjected
during the months of August and September. During
the nine months ended December 31, 2004, the Company closed 96 homes compared to
81 homes in the nine months ended December 31, 2003. The average selling price of those
homes was $298,000 as compared to $306,000 for the nine months ended December 31, 2003.
Lot sales during the nine months ended December 31, 2004 generated $5,466,000 in revenues as
compared to lot sales aggregating approximately $3,242,000 during the nine months ended
December 31, 2003. In addition to closing more lots during the
nine months ended
December 31, 2004, the average selling price of those lots was $73,000 as compared to $60,000
for the nine months ended December 31, 2003. Also
during the nine months ended December 31, 2004, the Company sold in
bulk the 119 lots located in the Red Hawk Reserve Project for
approximately $10,346,000. Costs and expenses: Cost of sales: Cost of sales increased by approximately $13,978,000 to approximately $35,985,000 for the
nine months ended December 31, 2004 as compared to approximately $22,007,000 for the nine
months ended December 31, 2003. Cost of sales decreased by approximately $4,072,000 to
approximately $7,329,000 for the three months ended December 31, 2004 as compared to
approximately $11,401,000 for the three months ended December 31, 2003. The cost as a percent
of sales approximated 81% and 74% for the nine and three months ended December 31, 2004,
respectively, as compared with 78% for both the nine and three months ended December 31,
2003, respectively. Although total cost of sales has increased due to closing larger and more
expensive homes than in the prior year, the increase in the cost of sales as a percent of
sales can be attributed to the construction delays experienced as a result of severe weather
conditions in the area, which adversely affected the availability of raw materials and
manpower. Of
the 136 units at Edgewater Moorings, 36 units were closed in the
first nine months of fiscal 2005, compared with 32 in the first nine
months of fiscal 2004. The margins on these multi-family units were
significantly greater than in other developments involving
single-family units. In addition to the aforementioned cost of sales,
during the nine months ended December 31, 2004, the
company incurred cost relative to the Red Hawk project of
approximately $9,953,000. Selling, general and administrative: Selling,
general and administrative expenses increased by approximately $1,569,000 to
approximately $5,061,000 for the nine months ended December 31, 2004 as compared to
approximately $3,492,000 for the nine months ended December 31, 2003. Selling, general and
administrative expenses increased by approximately $161,000 to approximately $1,623,000 for
the three months ended December 31, 2004 as compared to approximately $1,462,000 for the
three




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months ended December 31, 2003. General and administrative costs increased approximately
$587,000 for the nine months ended December 31, 2004 as compared to nine months ended
December 31, 2003 primarily due to the expenses related to
establishing a satellite office on the East Coast of Florida. Selling expenses increased approximately $982,000 during the same period
due to increased use of outside realtors and promotional expenses associated with several new
developments, including Miramar, a new multi-family development in Lakewood Ranch, as well as
Grand Haven and World Golf Village, two new multi-family developments on the East Coast of
Florida. For the three months ended December 31, 2004, general and administrative expenses
increased by approximately $271,000 over the three months ended December 31, 2003. During the
same period, selling expenses decreased by approximately $110,000, primarily due to decreased
level of sales contract activity which resulted in reduced commissions during the quarter
related to new communities under development. Interest: Interest decreased for the nine months ended December 31, 2004 as compared to the nine months
ended December 31, 2003 by approximately $7,000. Interest increased for the three months
ended December 31, 2004 as compared to the three months ended December 31, 2003 by
approximately $7,000. 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: As a result of the aforementioned, the Companys net income after taxes and allocation of the
income to the joint venture partner was approximately $908,000 ($0.06 per share) and $1,350,000
($0.09 per share) for the nine months ended December 31, 2004 and 2003, respectively. The
Companys net income was approximately $168,000 ($0.01 per share) and $1,077,000 ($0.08 per
share for the three months ended December 31, 2004 and 2003, respectively. Liquidity and Capital Resources: As of December 31, 2004, the Company had net assets of approximately $3,982,000 including cash and
cash equivalents of approximately $1,435,000. During the nine months ended December 31, 2004, the
Companys cash position decreased by approximately $471,000. Its operating activities provided
approximately $11,246,000 of cash. This was primarily related to the decrease in inventories of
approximately $7,777,000 for homes closed in the period, an increase of
approximately $1,171,000 in customer deposits and advances, income applicable to the interest of
joint venture partners of approximately $1,860,000, and income from operations of approximately
$908,000, offset by a decrease of approximately $536,000 in
accounts payable and accrued expenses. In addition, our
investing activities utilized approximately $47,000 of cash for the purchase of property and
equipment. The Companys financing activities utilized approximately $11,670,000 of cash
principally through repayments of its mortgages and notes payable of approximately $34,354,000,
including approximately $290,000 of repayments of related party notes payable offset by the
proceeds of its mortgages and notes payable of approximately $24,254,000 and the proceeds of
related party notes payable of approximately $430,000. In addition, distributions to joint venture
partners utilized approximately $2,000,000 of cash. 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 $20,313,000 to finance
projects currently under development. As a result of the cyclical
nature of the projects we are currently developing, and the delays
caused by the hurricanes, the Company
continues to maintain a significant backlog of homes expected to be delivered in the current and
next two fiscal years. As of December 31, 2004, contracts are in place for closing 364 homes and
lots, of which 64 are scheduled to close in the current fiscal year. The anticipated revenue
associated with these contracts totals approximately $114,811,000, of which approximately
$15,953,000 is associated with units scheduled to close in the fiscal year ending March 31, 2005,
and the remaining approximately $98,858,000 is associated with the 300 units scheduled to close in
the fiscal years ending March 31, 2006 and 2007. The table below summarizes the contracts and
associated revenue in place as of December 31, 2004:




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Whitehall Quality Homes, Inc. Backlog as of December 31, 2004 To CloseUnits
    
    
    Contract
    
    
    To Close
    
    
    As of 3/31/06 andUnder
    
    
    Price
    
    
    As of 3/31/05
    
    
    3/31/07Project
    
    Contract
    
    
    Total
    
    
    Units
    
    
    $
    
    
    Units
    
    
    $Calumet Reserve
at Lely Resort
    
    
    5
    
    
    $
    1,274,053
    
    
    
    4
    
    
    $
    938,030
    
    
    
    1
    
    
    $
    336,023Ancient Oaks
    
    
    32
    
    
    $
    7,849,382
    
    
    
    8
    
    
    $
    1,437,980
    
    
    
    24
    
    
    $
    6,411,402Heron Creek Golf
& Country Club
    
    
    11
    
    
    $
    3,832,969
    
    
    
    6
    
    
    $
    2,007,596
    
    
    
    5
    
    
    $
    1,825,373Lake Jovita
    
    
    5
    
    
    $
    1,615,388
    
    
    
    3
    
    
    $
    873,668
    
    
    
    2
    
    
    $
    741,720Waterchase
    
    
    31
    
    
    $
    9,405,462
    
    
    
    9
    
    
    $
    2,695,258
    
    
    
    22
    
    
    $
    6,710,204Shadow Moss
    
    
    54
    
    
    $
    8,223,683
    
    
    
    15
    
    
    $
    2,188,757
    
    
    
    39
    
    
    $
    6,034,926Cayo Costa
    
    
    18
    
    
    $
    4,409,359
    
    
    
    5
    
    
    $
    466,500
    
    
    
    13
    
    
    $
    3,942,859Miramar at
Lakewood Ranch
    
    
    123
    
    
    $
    43,245,914
    
    
    
    6
    
    
    $
    2,792,534
    
    
    
    117
    
    
    $
    40,453,380The Oaks
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    The Moorings at
Lakewood Ranch
    
    
    44
    
    
    $
    18,504,724
    
    
    
    8
    
    
    $
    2,552,846
    
    
    
    36
    
    
    $
    15,951,878Grand Haven
    
    
    41
    
    
    $
    16,449,800
    
    
    
    
    
    
    $
    
    
    
    
    41
    
    
    $
    16,449,800364
    
    
    $
    114,810,734
    
    
    
    64
    
    
    $
    15,953,169
    
    
    
    300
    
    
    $
    98,857,565
 
 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 December 31, 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.




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Part II
Other Information 
 Item 1. Legal Proceedings None. 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. 
 Item 3. Defaults Upon Senior Securities Not applicable. 
 Item 4. Submission of Matters to a Vote of Security Holders None. 
 Item 5. Other Information None. 
 Item 6. Exhibits (a)  Exhibits. 31.1
    
    Certification of the
President and Chief Executive Officer31.2
    
    Certification of the
Chief Financial Officer32.1
    
    Certificate of the President and Chief Executive Officer pursuant to 18 U.S.C. § 1350.32.2
    
    Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.




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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.February 14, 2005
    /s/
    Ronald MustariRonald Mustari, President and
Chief Executive Officer
(Principal Executive Officer)February 14, 2005
    /s/
    Kay CarterKay 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 DECEMBER 31, 2004 (UNAUDITED)
    
    
    F-2CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        NINE AND THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
        (UNAUDITED)
    
    
    F-3CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 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
DECEMBER 31, 2004(UNAUDITED) ASSETSCash and cash equivalents
    
    $
    1,434,848Inventories
    
    
    40,837,083Property and equipment, net
    
    
    441,539Other assets
    
    
    514,331Total
    
    $
    43,227,801LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgages and notes payable
    
    $
    20,737,490Notes payable  related party
    
    
    840,854Accounts payable and accrued expenses
    
    
    7,066,859Customer deposits and advances
    
    
    7,091,441Total liabilities
    
    
    35,736,644Interest of joint venture partners
    
    
    3,509,281Commitments 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
    
    
    2,842,117Total stockholders equity
    
    
    3,981,876Total
    
    $
    43,227,801
 See Notes to Condensed Consolidated Financial Statements. F-2




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE AND THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED) Nine Months Ended
    
    
    Three Months EndedDecember 31,
    
    

    December 31,2004
    
    
    2003
    
    
    2004
    
    
    2003Revenue:Home and lot sales
    
    $
    44,486,519
    
    
    $
    28,054,658
    
    
    $
    9,863,052
    
    
    $
    14,613,039Other income
    
    
    77,307
    
    
    
    71,965
    
    
    
    12,595
    
    
    
    11,980Totals
    
    
    44,563,826
    
    
    
    28,126,623
    
    
    
    9,875,647
    
    
    
    14,625,019Costs and expenses:Cost of sales
    
    
    35,984,686
    
    
    
    22,007,244
    
    
    
    7,328,889
    
    
    
    11,400,694Selling
    
    
    3,410,210
    
    
    
    2,428,391
    
    
    
    1,008,059
    
    
    
    1,118,206General and administrative
    
    
    1,650,309
    
    
    
    1,063,702
    
    
    
    615,193
    
    
    
    344,096Interest
    
    
    136,971
    
    
    
    143,839
    
    
    
    47,455
    
    
    
    40,486Totals
    
    
    41,182,176
    
    
    
    25,643,176
    
    
    
    8,999,596
    
    
    
    12,903,482Income from operations
    
    
    3,381,650
    
    
    
    2,483,447
    
    
    
    876,051
    
    
    
    1,721,537Income (loss) applicable to interest of joint
venture partners
    
    
    1,860,267
    
    
    
    286,823
    
    
    
    588,100
    
    
    
    (11,417
    )Income before income taxes
    
    
    1,521,383
    
    
    
    2,196,624
    
    
    
    287,951
    
    
    
    1,732,954Provision for income taxes
    
    
    613,000
    
    
    
    846,300
    
    
    
    120,001
    
    
    
    655,800Net income
    
    $
    908,383
    
    
    $
    1,350,324
    
    
    $
    167,950
    
    
    $
    1,077,154Basic earnings per share
    
    $
    0.06
    
    
    $
    0.09
    
    
    $
    0.01
    
    
    $
    0.08Basic weighted average shares
outstanding
    
    
    14,182,977
    
    
    
    14,291,059
    
    
    
    14,182,977
    
    
    
    14,291,145
 See Notes to Condensed Consolidated Financial Statements. F-3




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(UNAUDITED) 2004
    
    
    2003Operating activities:Net income
    
    $
    908,383
    
    
    $
    1,350,324Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation
    
    
    35,892
    
    
    
    29,391Cost of services paid through issuance of common stock
    
    
    
    
    
    
    25,430Income applicable to interest of joint venture partners
    
    
    1,860,267
    
    
    
    286,823Changes in operating assets and liabilities:Inventories
    
    
    7,776,912
    
    
    
    (11,719,798
    )Other assets
    
    
    29,847
    
    
    
    (73,249
    )Accounts payable and accrued expenses
    
    
    (536,419
    )
    
    
    2,223,758Customer deposits and advances
    
    
    1,171,382
    
    
    
    2,095,122Net cash provided by (used in) operating activities
    
    
    11,246,264
    
    
    
    (5,782,199
    )Investing activities  purchase of property and equipment
    
    
    (47,250
    )
    
    
    (19,974
    )Financing activities:Distributions to joint venture partners
    
    
    (1,999,642
    )
    
    
    (1,169,083
    )Proceeds from mortgages and notes payable
    
    
    24,253,778
    
    
    
    26,332,363Repayments of mortgages and note payable
    
    
    (34,063,982
    )
    
    
    (19,920,319
    )Proceeds from notes payable  related party
    
    
    430,000
    
    
    
    244,266Repayment of notes payable  related party
    
    
    (290,000
    )
    
    
    (654,669
    )Repurchase and retirement of treasury stock
    
    
    
    
    
    
    (6,281
    )Capital contributed by joint venture partner
    
    
    
    
    
    
    747,754Net cash provided by (used in) financing activities
    
    
    (11,669,846
    )
    
    
    5,574,031Net decrease in cash and cash equivalents
    
    
    (470,832
    )
    
    
    (228,142
    )Cash and cash equivalents, beginning of period
    
    
    1,905,680
    
    
    
    2,753,721Cash and cash equivalents, end of period
    
    $
    1,434,848
    
    
    $
    2,525,579Supplemental disclosure of cash flow data:Interest paid, net of amount capitalized
    
    $
    136,971
    
    
    $
    143,839
 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 adjustments,
necessary to present fairly the financial position of Whitehall Limited, Inc. and
Subsidiaries (the Company) as of December 31, 2004, their results of operations for
the nine and three months ended December 31, 2004 and 2003 and their cash flows for the
nine months ended December 31, 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 nine and three months ended December 31,
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 2004 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 nine and three months ended December 31, 2004 and 2003
because there were no dilutive securities outstanding. F-5




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Exhibit Index 31.1
    
    Certification of the
President and Chief Executive Officer31.2
    
    Certification of the
Chief Financial Officer32.1
    
    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.