##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

[x]          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the quarterly period ended:
September 30, 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                                                                             
|SIGNATURES                  
|Exhibit Index               
|EXHIBIT 31.1                
|EXHIBIT 31.2                
|EXHIBIT 32.1                
|EXHIBIT 32.2                



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##### Table of Contents






Part I
Financial Information




Item 1. Financial Statements

See financial statements beginning on page F-1




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

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

Overview:

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

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.

Results of Operations:

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

Revenues:

Home and Lot Sales:

The
Companys Home and Lot sales increased by approximately $21,181,000 to
approximately $34,623,000 for the six months ended September 30, 2004 as
compared to approximately $13,442,000 for the six months ended September
30, 2003. The Companys Home and Lot sales increased by approximately
$11,340,000 to approximately $19,306,000 for the three months ended September
30, 2004 as compared to approximately $7,966,000 for the three months
ended September 30, 2003. The increase in revenues is primarily
attributable to the type of project we are currently developing and the
cyclical nature of these projects.

1



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During the six month period ended September 30, 2004, the Company closed
76 homes as compared to 39 homes in the six month period ended September
30, 2003. The average selling price of those homes was $272,000 as
compared to
$290,000 for the six month period ended September 30, 2003. Lot sales
during six months ended September 30, 2004 generated $4,334,000 in
revenues as compared to lot sales aggregating approximately $2,135,000
during the six months ended September 30, 2003. In addition to closing
more lots during the six month period ending September 30, 2004, the
average selling price of those lots was $65,000 as compared to $59,000 for
the six month period ending September 30, 2003. During the three month period ended September 30, 2004, the Company closed
28 homes as compared to 25 homes in the three month period ended September
30, 2003. The average selling price of those homes was $273,000 as
compared to $255,000 for the three month period ended September 30, 2003.
Lot sales during the three months ended September 30, 2004 generated
$2,026,000 in revenues as compared to lot sales aggregating approximately
$1,590,000 during the three months ended September 30, 2003. Despite
closing more lots during the three month period ending September 30, 2004,
the average selling price of those lots was $58,000 as compared to $57,000
for the three month period ending September 30, 2003. Also, during
the six and three months ended September 30, 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 $8,403,000 to approximately
$19,010,000 for the six months ended September 30, 2004 as compared to
approximately $10,607,000 for the six months ended September 30, 2003.
Cost of sales increased by approximately $633,000 to approximately
$6,919,000 for the three months ended September 30, 2004 as compared to
approximately $6,286,000 for the three months ended September 30, 2003.
The cost as a percent of sales approximated 76% and 72% for the six and
three months ended September 30, 2004, respectively, as compared to 79% in
both the six and three months ended September 30, 2003. A major community
under development, Edgewater Moorings at Lakewood Ranch, experienced its
first closings consisting primarily of premium lake homes in the first
quarter of fiscal 2004. Of the 136 units at Edgewater Moorings, 27 units
were closed in the first six months of fiscal 2005, compared with 8 in the
first six 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 six and three months
ended September 30, 2004, the Company incurred cost relative to the
Red Hawk Reserve Project of approximately $9,952,900. Selling, general and administrative: Selling, general and administrative expenses increased by approximately
$1,407,000 to approximately $3,437,000 for the six months ended September
30, 2004 as compared to approximately $2,030,000 for the six months ended
September 30, 2003. Selling, general and administrative expenses
increased by approximately $561,000 to approximately $1,594,000 for the
three months ended September 30, 2004 as compared to approximately
$1,033,000 for the three months ended September 30, 2003. General and
administrative costs increased approximately $315,000 for the six months
ended September 30, 2004 as compared to six months ended September 30,
2003. Selling expenses increased approximately $1,092,000 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 two new
multi-family developments on the East Coast of Florida. For the three
months ended September 30, 2004, general and administrative expenses
increased by approximately $179,000, as compared to the three months ended
September 30, 2003. In addition, during the same period, selling expenses
also increased by approximately $382,000. These increases were primarily
due to increased level of sales contract activity which resulted in higher
commissions and increased project staffing requirements during the quarter
related to new communities under development. Interest: Interest decreased for the six months ended September 30, 2004 as compared
to the six months ended September 30, 2003 by approximately $13,000.
Interest increased for the three months ended September 30, 2004 as
compared to the three months ended September 30, 2003 by approximately
$3,000. The decrease in interest for the six month period was
attributable to the reduction in outstanding borrowings which was
offset more recently by an increase in interest rates. The majority of the debt for the
current period relates to projects under development. As a result, most of
the interest expense for the period is capitalized as opposed to expensed. Net Income (loss): As a result of the aforementioned, the Companys net income after taxes and
allocation of the income (loss) to the joint venture partner was
approximately $740,000 ($.05 per share) and $273,000 ($.02 per share) for the
six months ended September 30, 2004 and 2003, respectively. The Companys
net income was approximately $404,000 ($.03 per share) and $389,000 ($.03 per
share) for the three months ended September 30, 2004 and 2003, respectively. 2




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Liquidity and Capital Resources: As of September 30, 2004, the Company had net
 assets of approximately $3,814,000 including cash and cash equivalents of
approximately $1,805,000. During the six months ended September 30, 2004, the
Companys cash position decreased by approximately $101,000. Its operating activities provided approximately
 $10,867,000 of cash. This was primarily caused by the Company experiencing a decrease
 in inventories of approximately $11,569,000, representing the divestiture of
 inventories in the amount of  approximately $9,011,000 associated with the
 Red Hawk Reserve project as well as a decrease in inventories of
 approximately $2,558,000 associated with homes scheduled to close
 in future periods, income applicable to the interest
 of the joint venture partner of approximately $1,272,000, and net income
 of $740,432 offset by a decrease of approximately $1,042,000 in
 customer deposits, and a decrease of approximately $1,727,000 in
 accounts payable and accrued expenses. In addition,
 our investing activities utilized approximately $59,000 of cash
through the purchase of property and equipment. The Companys financing activities used
 approximately $10,909,000 of cash principally from the proceeds of
its mortgages and notes payable of approximately $17,269,000 and the proceeds
of related party notes payable of approximately $298,000, offset by repayments of
approximately $27,067,000, including approximately $190,000 of repayments of related
party notes payable. Included in these repayments were the satisfaction of mortgages and notes payable related to the Red Hawk Reserve property divestiture of approximately $9,646,000. 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 $9,474,000 to finance projects currently under development. As a result of the cyclical
 nature of the projects we are currently developing, the Company continues to
 maintain a significant backlog of homes expected to be delivered in the current
 and next fiscal year.  As of September 30, 2004, contracts are in place for closing 337
 homes, of which 135 are scheduled to close in the current fiscal year.   The anticipated
revenue associated with these contracts totals approximately $101,173,000, of which approximately
 $38,113,000 is associated with units scheduled to close in the fiscal year ending March 31, 2005, and the remaining approximately $63,060,000 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 September 30, 2004: To Close
    
    To CloseUnitsUnder
    
    ContractPrice
    
    As of 3/31/05
    
    As of 3/31/06Project
    
    Contract
    
    Total
    
    Units
    
    $
    
    Units
    
    $Calumet
Reserve
at Lely Resort
    
    
    8
    
    
    $
    2,338,721
    
    
    
    7
    
    
    $
    2,002,698
    
    
    
    1
    
    
    $
    336,023Ancient Oaks
    
    
    30
    
    
    $
    7,007,787
    
    
    
    10
    
    
    $
    1,699,447
    
    
    
    20
    
    
    $
    5,308,340Heron Creek
Golf& Country Club
    
    
    12
    
    
    $
    4,206,075
    
    
    
    7
    
    
    $
    2,365,633
    
    
    
    5
    
    
    $
    1,840,442Lake Jovita
    
    
    7
    
    
    $
    2,120,780
    
    
    
    5
    
    
    $
    1,404,191
    
    
    
    2
    
    
    $
    716,589Waterchase
    
    
    34
    
    
    $
    10,262,678
    
    
    
    20
    
    
    $
    5,705,420
    
    
    
    14
    
    
    $
    4,557,259Shadow Moss
    
    
    53
    
    
    $
    8,030,618
    
    
    
    18
    
    
    $
    2,681,326
    
    
    
    35
    
    
    $
    5,349,292Cayo Costa
    
    
    25
    
    
    $
    4,743,251
    
    
    
    12
    
    
    $
    1,089,500
    
    
    
    13
    
    
    $
    3,653,751Miramar at
Lakewood Ranch
    
    
    114
    
    
    $
    38,324,093
    
    
    
    30
    
    
    $
    9,306,364
    
    
    
    84
    
    
    $
    29,017,729The Oaks
    
    
    1
    
    
    $
    1,400,000
    
    
    
    1
    
    
    $
    1,400,000
    
    
    
    
    
    
    $
    The Moorings
at Lakewood Ranch
    
    
    53
    
    
    $
    22,738,982
    
    
    
    25
    
    
    $
    10,458,262
    
    
    
    28
    
    
    $
    12,280,720337
    
    
    $
    101,172,986
    
    
    
    135
    
    
    $
    38,112,841
    
    
    
    202
    
    
    $
    63,060,145
 
 Item 3. Controls and Procedures Under the supervision and
with the participation of our management, including our principal
executive officer and principal financial officer, we have evaluated
the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15 as of
the end of the period covered by this quarterly report. Based upon
their evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and
procedures are effective in timely alerting them to material
information relating to us (including our consolidated subsidiaries)
required to be included in our periodic SEC filings. During the three-month period
ended September 30, 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. Unregistered Sales of Equity Securities and Use of Proceeds

None.




Item 3. Defaults Upon Senior Securities

Not applicable.




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

None.




Item 5. Other Information

None.




Item 6. Exhibits

(a)  Exhibits.

|     |  |                                                                                       
|---- |  | --------------------------------------------------------------------------------------
|31.1 |  | Certification of the
President and Chief Executive Officer                            
|     |  |                                                                                       
|31.2 |  | Certification of the
Chief Financial Officer                                          
|     |  |                                                                                       
|32.1 |  | Certificate of the President and Chief Executive Officer pursuant to 18 U.S.C. § 1350.
|     |  |                                                                                       
|32.2 |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350.              





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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                  |                         |                                                                                               
|----------------- | ----------------------- | ----------------------------------------------------------------------------------------------
|                  | Whitehall Limited, Inc.
|                  |                         |                                                                                               
|November 15, 2004 | /s/                     | Ronald Mustari                                                                                
|                  |                        
|                  |                         | Ronald Mustari, President and
Chief Executive Officer
(Principal Executive Officer)           
|                  |                         |                                                                                               
|November 15, 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 SEPTEMBER 30, 2004 (UNAUDITED)
    
    
    F-2CONDENSED
CONSOLIDATED STATEMENTS OF INCOME SIX AND THREE MONTHS
ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED)
    
    
    F-3CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED SEPTEMBER 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
SEPTEMBER 30, 2004 ASSETSCash and cash equivalents
    
    $
    1,804,693Inventories
    
    
    37,045,495Property and equipment, net
    
    
    463,105Other assets
    
    
    514,854Total
    
    $
    39,828,147LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgages and notes payable
    
    $
    20,940,194Notes payable  related party
    
    
    808,854Accounts payable and accrued expenses
    
    
    5,876,379Customer deposits and advances
    
    
    4,877,911Total liabilities
    
    
    32,503,338Interest of joint venture partners
    
    
    3,510,884Commitments 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
    
    
    2,674,166Total stockholders equity
    
    
    3,813,925Total
    
    $
    39,828,147
 See Notes to Condensed Consolidated Financial Statements. F-2




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED) Six Months Ended
    
    Three Months EndedSeptember 30,
    
    September 30,2004
    
    2003
    
    2004
    
    2003Revenue:Home and lot sales
    
    $
    34,623,468
    
    
    $
    13,441,619
    
    
    $
    19,305,712
    
    
    $
    7,966,444Other income
    
    
    64,711
    
    
    
    59,985
    
    
    
    7,544
    
    
    
    37,908Totals
    
    
    34,688,179
    
    
    
    13,501,604
    
    
    
    19,313,256
    
    
    
    8,004,352Costs and expenses:Cost of sales
    
    
    28,655,797
    
    
    
    10,606,550
    
    
    
    16,564,931
    
    
    
    6,286,297Selling
    
    
    2,402,151
    
    
    
    1,310,185
    
    
    
    1,003,896
    
    
    
    622,033General and administrative
    
    
    1,035,116
    
    
    
    719,606
    
    
    
    590,347
    
    
    
    410,894Interest
    
    
    89,516
    
    
    
    103,353
    
    
    
    46,049
    
    
    
    43,381Totals
    
    
    32,182,580
    
    
    
    12,739,694
    
    
    
    18,205,223
    
    
    
    7,362,605Income from operations
    
    
    2,505,599
    
    
    
    761,910
    
    
    
    1,108,033
    
    
    
    641,747Income (loss) applicable to interest of joint
venture partners
    
    
    1,272,167
    
    
    
    298,240
    
    
    
    416,503
    
    
    
    (3,742
    )Income before income taxes
    
    
    1,233,432
    
    
    
    463,670
    
    
    
    691,530
    
    
    
    645,489Provision for income taxes
    
    
    493,000
    
    
    
    190,500
    
    
    
    287,076
    
    
    
    256,900Net income
    
    $
    740,432
    
    
    $
    273,170
    
    
    $
    404,454
    
    
    $
    388,589Basic earnings per share
    
    $
    .05
    
    
    $
    .02
    
    
    $
    .03
    
    
    $
    .03Basic weighted average shares
outstanding
    
    
    14,182,977
    
    
    
    14,292,741
    
    
    
    14,182,977
    
    
    
    14,300,669
 See Notes to Condensed Consolidated Financial Statements. F-3




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WHITEHALL LIMITED, INC. AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED) 2004
    
    2003Operating activities:Net income
    
    $
    740,432
    
    
    $
    273,170Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation
    
    
    25,755
    
    
    
    21,858Cost of services paid through issuance of common stock
    
    
    
    
    
    
    25,430Income applicable to interest of joint venture partners
    
    
    1,272,167
    
    
    
    298,240Changes in operating assets and liabilities:Inventories
    
    
    11,568,500
    
    
    
    (3,638,501
    )Other assets
    
    
    29,324
    
    
    
    (72,114
    )Accounts payable and accrued expenses
    
    
    (1,726,899
    )
    
    
    114,215Customer deposits and advances
    
    
    (1,042,148
    )
    
    
    2,317,821Net cash provided by (used in) operating activities
    
    
    10,867,131
    
    
    
    (659,881
    )Investing activities  purchase of property and equipment
    
    
    (58,679
    )
    
    
    (19,974
    )Financing activities:Distribution to joint venture partner
    
    
    (1,409,939
    )
    
    
    (252,066
    )Proceeds from mortgages and notes payable
    
    
    17,269,350
    
    
    
    10,454,326Repayments of mortgages and note payable
    
    
    (26,876,850
    )
    
    
    (9,550,384
    )Proceeds from notes payable  related party
    
    
    298,000
    
    
    
    237,985Repayment of notes payable  related party
    
    
    (190,000
    )
    
    
    (579,000
    )Net cash provided by (used in) financing activities
    
    
    (10,909,439
    )
    
    
    310,861Net decrease in cash and cash equivalents
    
    
    (100,987
    )
    
    
    (368,994
    )Cash and cash equivalents, beginning of period
    
    
    1,905,680
    
    
    
    2,753,721Cash and cash equivalents, end of period
    
    $
    1,804,693
    
    
    $
    2,384,727Supplemental disclosure of cash flow data:Interest paid, net of amount capitalized
    
    $
    89,516
    
    
    $
    103,353
 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 September 30, 2004, their results of operations for
the six and three months ended September 30, 2004 and 2003 and their
cash flows for the six months ended September 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 six and three months
ended September 30, 2004 are not necessarily indicative of the results
of operations to be expected 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 six and three months ended September
30, 2004 and 2003 because there were no dilutive securities
outstanding. F-5




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##### Table of Contents






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.