##### 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, 2003

[ ]          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: 14,186,477

Transitional Small Business Disclosure Format (check one):

Yes
[ ]       No [x]





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TABLE OF CONTENTS



|                             |                                                                                               |  |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I Financial Information
|                             | Item 1. Financial Statements                                                                 
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Item 3. Controls and Procedures                                                              
|Part II Other Information   
|                             | Item 1. Legal Proceedings                                                                    
|                             | Item 2. Changes in Securities                                                                
|                             | Item 3. Defaults Upon Senior Securities                                                      
|                             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                             | Item 5. Other Information                                                                    
|                             | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                  
|Exhibit Index               
|EXHIBIT 31.1                
|EXHIBIT 31.2                
|EXHIBIT 32.1                
|EXHIBIT 32.2                



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##### 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 $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.

Summary of Significant Accounting Policies:

Our discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to inventory and the estimated cost to
complete the developments, depreciation and the fair value for the shares
issued to our employees under the employee stock plan. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent. Actual results may differ from those estimates under
different assumptions or conditions.

Results of operations for the nine months ended December 31, 2003 as compared
to the nine months ended December 31, 2002 were as follows:

Revenues:

Home and Lot Sales:

The Companys Home and Lot sales increased by approximately $19,142,000 to
approximately $28,055,000 for the nine months ended December 31, 2003 as
compared to approximately $8,913,000 for the nine months ended December
31, 2002. The Companys Home and Lot sales increased by approximately
$11,723,000 to approximately $14,613,000 for the three months ended
December 31, 2003 as compared to approximately $2,890,000 for the three
months ended December 31, 2002. The increase in revenues is primarily
attributable to the type of project we are currently developing and the
cyclical nature of these projects.

During the nine month period ended December 31, 2003, the Company closed
81 homes compared to 40 homes in the nine month period ended December 31,
2002. The average selling price of those homes was $306,000 as compared to
$187,000 for the nine month period ended December 31, 2002. Lot sales
during nine months ended December 31, 2003 generated $3,242,000 in
revenues as compared to lot sales aggregating approximately $1,425,000
during the nine months ended December 31, 2002. In addition to closing
more lots during the nine month period ended December 31, 2003, the
average selling price of those lots was $60,000 as compared to $59,000 for
the nine month period ended December 31, 2002.

Costs and expenses:

Cost of sales:

Cost of sales increased by approximately $13,758,000 to approximately
$22,007,000 for the nine months ended December 31, 2003 as compared to
approximately $8,249,000 for the nine months ended December 31, 2002.
Cost of

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sales increased by approximately $8,504,000 to approximately $11,401,000
for the three months ended December 31, 2003 as compared to approximately
$2,897,000 for the three months ended December 31, 2002. The cost as a
percent of sales approximated 78% for each of the nine and three months
ended December 31, 2003, as compared with 93% and 100% for the nine and
three months ended December 31, 2002, respectively. Although total cost of
sales has increased due to closing larger and more expensive homes than in
the prior year, the decrease in the cost of sales as a percent of sales
can be attributed to the fact that a major community under development,
Edgewater Moorings at Lakewood Ranch, experienced its first closings in
the first quarter of fiscal 2003. Of the 136 units at Edgewater Moorings,
32 were closed in the first nine months of fiscal 2004. The margins on
these multi-family units were significantly better than in other
developments involving single-family units. In addition, during fiscal
2003, we were in the process of closing the final units in certain of our
projects and incurred some unanticipated costs related to those projects.

Selling, general and administrative:

Selling, general and administrative expenses increased by approximately
$1,197,000 to approximately $3,492,000 for the nine months ended December
31, 2003 as compared to approximately $2,295,000 for the nine months ended
December 31, 2002. Selling, general and administrative expenses increased
by approximately $483,000 to approximately $1,462,000 for the three months
ended December 31, 2003 as compared to approximately $979,000 for the
three months ended December 31, 2002. General and administrative costs
decreased approximately $32,000 for the nine months ended December 31,
2003 as compared to nine months ended December 31, 2002. Selling expenses
increased approximately $1,229,000 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, Red Hawk Reserve, a single family development in Sarasota
County, as well as two new multi-family developments on the East Coast of
Florida. For the three months ended December 31, 2002, general and
administrative expenses decreased by approximately $117,000. During the
same period, selling expenses increased by approximately
$600,000 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. Our
general and administrative expenses were lower in the nine and three month
period ending December 31, 2003, primarily as a result of our reduction in
administrative payroll.

Interest
expense:

Interest
expense increased for the nine months ended December 31, 2003 as compared
to the nine months ended December 31, 2002 by approximately $9,000.
Interest
expense decreased for the three months ended December 31, 2003 as
compared to the three months ended December 31, 2002 by approximately
$4,000. Total debt outstanding has increased for the period. However when
compared to that of the prior year, the majority of the debt for the
current period relates to projects under development. As a result, most of
the interest expense for the period is capitalized as opposed to expensed.

Net income (loss):

As a result of the aforementioned, the Companys net income (loss) after
taxes and allocation of the income (loss) to the joint venture partner was
approximately $1,350,000 ($.09 per share) versus a loss of ($997,000) (($.07)
per share) for the nine months ended December 31, 2003 and 2002,
respectively. The Companys net income (loss) was approximately $1,077,000
($.08 per share) and $(680,000) ($.05 per share) for the three months ended
December 31, 2003 and 2002, respectively.

Liquidity and Capital Resources:

As of December 31, 2003, the
Company had stockholders equity of approximately $1,921,000
including cash and cash equivalents of approximately $2,526,000. During the
nine months ended December 31, 2003, the Companys cash position decreased by
approximately $228,000. Its operating activities utilized approximately
$5,782,000 of cash. This was primarily caused by the Company funding an
increase in inventories of approximately $11,720,000 for homes scheduled to
close in future periods, offset by an increase of approximately $2,095,000 in
customer deposits and advances, an increase of approximately $2,224,000 in
accounts payable and accrued expenses, and a net income of
approximately $1,350,000. In addition, our investing activities utilized
approximately $20,000 of cash by the purchase of property and equipment. These
utilizations were effected through the Companys financing activities. The
Companys financing activities provided approximately $5,574,000 of cash
principally from the proceeds of its mortgages and notes payable of
approximately $26,332,000 and the proceeds of related party notes payable of
approximately $244,000, offset by repayments of approximately $20,575,000,
including approximately $655,000 of repayments of related party notes payable.
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 $4,198,000 to
finance projects currently under development.

During the first quarter of fiscal 2004, the Company received notification that
it breached a certain financial covenant applicable to a revolving line of
credit construction loan in the principal amount of $3,500,000 with Washington
Mutual Bank. On July 11, 2003, Washington Mutual Bank issued a letter of
forbearance to the Company related to this covenant. The forbearance letter
requires that all defaults be cured on or before December 31, 2003. As of
December 31, 2003, the Company had approximately $1,013,000 outstanding under
this line of credit but was not in compliance based on the financial results
through the end of the

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year. The Company has received an extension of the forebearance letter until
March 31, 2004, at which time the Company will be required to place the
outstanding balance of the line of credit with another financial institution.
The Company believes that adequate resources are present to effect the line of
credit transfer.

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 December 31, 2003,
contracts are in place for closing 197 homes, of which 58 are scheduled to
close in the current fiscal year. The anticipated revenue associated with
these contracts totals approximately $61,152,000, of which approximately
$18,878,000 is associated with units scheduled to close in the fiscal year
ending March 31, 2004, and the remaining approximately $42,274,000 is
associated with units scheduled to close in the fiscal years ending March 31,
2005 and 2006. The table below summarizes the contracts and associated revenue
in place as of December 31, 2003:

Whitehall Quality Homes, Inc.

Backlog as of December 31,
2003

To Close
    
    To CloseUnder
    
    Price
    
    As of 3/31/04
    
    As of 3/31/05 and 3/31/06Units
    
    ContractProject
    
    Contract
    
    Total
    
    Units
    
    $
    
    Units
    
    $Ancient Oaks
    
    
    11
    
    
    $
    2,691,711
    
    
    
    3
    
    
    $
    689,906
    
    
    
    8
    
    
    $
    2,001,805Calumet Reserve at Lely Resort
    
    
    30
    
    
    $
    7,670,544
    
    
    
    9
    
    
    $
    2,191,673
    
    
    
    21
    
    
    $
    5,478,871Edgewater Moorings at Lakewood Ranch
    
    
    84
    
    
    $
    31,135,455
    
    
    
    37
    
    
    $
    13,804,609
    
    
    
    47
    
    
    $
    17,330,846Heron Creek Golf and Country Club
    
    
    7
    
    
    $
    2,148,815
    
    
    
    1
    
    
    $
    395,440
    
    
    
    6
    
    
    $
    1,753,375Lake Jovita
    
    
    10
    
    
    $
    2,217,184
    
    
    
    5
    
    
    $
    1,053,691
    
    
    
    5
    
    
    $
    1,163,493Miramar at Lakewood
Ranch
    
    
    24
    
    
    $
    7,038,189
    
    
    
    0
    
    
    $
    0
    
    
    
    24
    
    
    $
    7,038,189Shadowmoss
    
    
    2
    
    
    $
    277,520
    
    
    
    0
    
    
    $
    0
    
    
    
    2
    
    
    $
    277,520Waterchase
    
    
    29
    
    
    $
    7,972,534
    
    
    
    3
    
    
    $
    742,419
    
    
    
    26
    
    
    $
    7,230,115Totals
    
    
    197
    
    
    $
    61,151,952
    
    
    
    58
    
    
    $
    18,877,738
    
    
    
    139
    
    
    $
    42,274,214





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

3



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Part II
Other Information




Item 1. Legal Proceedings

None.




Item 2. Changes in Securities

During
the nine months ended December 31, 2003, we issued 111,000
shares of common stock having a value of $25,430 under our employee
stock plan. In addition, we acquired and retired 209,335 shares
of common stock at a cost of $6,280 during the same period.




Item 3. Defaults Upon Senior Securities

Not applicable.




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

None.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

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

(b)  Reports on Form 8-K

We did not file any reports on Form 8-K during the quarter for which this report is filed.

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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 17, 2004 | /s/                     | Ronald Mustari                                                                                
|                  |                        
|                  |                         | Ronald Mustari, President and
Chief Executive Officer
(Principal Executive Officer)           
|                  |                         |                                                                                               
|February 17, 2004 | /s/                     | Kay Carter                                                                                    
|                  |                        
|                  |                         | Kay Carter, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES



Index

PageCondensed Consolidated Balance Sheet
December 31, 2003 (Unaudited)
    
    
    F-2Condensed Consolidated Statements of Operations
Nine and Three Months Ended December 31, 2003 and 2002
(Unaudited)
    
    
    F-3Condensed Consolidated Statements of Cash Flows
Nine Months Ended December 31, 2003 and 2002 (Unaudited)
    
    
    F-4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    F-5/6


F-1



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
(UNAUDITED)

ASSETSCash and cash equivalents
    
    $
    2,525,579Inventories
    
    
    42,876,722Property and equipment, net
    
    
    425,171Other assets
    
    
    327,548Total
    
    $
    46,155,020LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgages and notes payable
    
    $
    30,206,979Notes payable  related party
    
    
    611,635Accounts payable and accrued expenses
    
    
    5,755,377Customer deposits and advances
    
    
    3,797,094Total liabilities
    
    
    40,371,085Interest of joint venture partners
    
    
    3,869,047Commitments 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;
14,186,477 shares issued and outstanding
    
    
    1,418,647Additional paid-in capital
    
    
    (278,784
    )Retained earnings
    
    
    775,025Total stockholders equity
    
    
    1,914,888Total
    
    $
    46,155,020


See Notes to Condensed Consolidated Financial Statements.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(UNAUDITED)

Nine Months Ended
    
    Three Months EndedDecember 31,
    
    December 31,2003
    
    2002
    
    2003
    
    2002Revenue:Home and lot sales
    
    $
    28,054,658
    
    
    $
    8,912,811
    
    
    $
    14,613,039
    
    
    $
    2,889,935Other
    
    
    71,965
    
    
    
    35,197
    
    
    
    11,980
    
    
    
    12,666Totals
    
    
    28,126,623
    
    
    
    8,948,008
    
    
    
    14,625,019
    
    
    
    2,902,601Costs and expenses:Cost of sales
    
    
    22,007,244
    
    
    
    8,249,413
    
    
    
    11,400,694
    
    
    
    2,896,586Selling
    
    
    2,428,391
    
    
    
    1,198,942
    
    
    
    1,118,206
    
    
    
    518,309General and administrative
    
    
    1,063,702
    
    
    
    1,095,965
    
    
    
    344,096
    
    
    
    460,594Interest
    
    
    143,839
    
    
    
    134,740
    
    
    
    40,486
    
    
    
    44,280Totals
    
    
    25,643,176
    
    
    
    10,679,060
    
    
    
    12,903,482
    
    
    
    3,919,769Income (loss) from operations
    
    
    2,483,447
    
    
    
    (1,731,052
    )
    
    
    1,721,537
    
    
    
    (1,017,168
    )Income (loss) applicable to interest of joint
venture partners
    
    
    286,823
    
    
    
    (282,778
    )
    
    
    (11,417
    )
    
    
    (96,245
    )Income (loss) before income taxes
    
    
    2,196,624
    
    
    
    (1,448,274
    )
    
    
    1,732,954
    
    
    
    (920,923
    )Provision for income taxes
    
    
    846,300
    
    
    
    (451,730
    )
    
    
    655,800
    
    
    
    (240,790
    )Net income (loss)
    
    $
    1,350,324
    
    
    $
    (996,544
    )
    
    $
    1,077,154
    
    
    $
    (680,133
    )Basic income (loss) per share
    
    $
    .09
    
    
    $
    (.07
    )
    
    $
    .08
    
    
    $
    (.05
    )Basic weighted average shares
outstanding
    
    
    14,291,059
    
    
    
    13,376,876
    
    
    
    14,291,145
    
    
    
    13,506,607


See Notes to Condensed Consolidated Financial Statements.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(UNAUDITED)

2003
    
    2002Operating activities:Net income (loss)
    
    $
    1,350,324
    
    
    $
    (996,544
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation
    
    
    29,391
    
    
    
    31,896Deferred income taxes
    
    
    
    
    
    
    (451,730
    )Cost of services paid through issuance of common stock
    
    
    25,430
    
    
    
    126,945Income (loss) applicable to interest of joint venture partners
    
    
    286,823
    
    
    
    (282,778
    )Gain on sale of equipment
    
    
    
    
    
    
    (12,715
    )Changes in operating assets and liabilities:Inventories
    
    
    (11,719,798
    )
    
    
    (5,714,289
    )Other assets
    
    
    (73,249
    )
    
    
    15,158Accounts payable and accrued expenses
    
    
    2,223,758
    
    
    
    456,282Customer deposits and advances
    
    
    2,095,122
    
    
    
    489,291Net cash used in operating activities
    
    
    (5,782,199
    )
    
    
    (6,338,484
    )Investing activities:Purchase of property and equipment
    
    
    (19,974
    )
    
    
    (60,389
    )Proceeds from sale of equipment
    
    
    
    
    
    
    30,500Net cash used in investing activities
    
    
    (19,974
    )
    
    
    (29,889
    )Financing activities:Proceeds from mortgages and notes payable
    
    
    26,332,363
    
    
    
    10,472,376Repayments of mortgages and notes payable
    
    
    (19,920,319
    )
    
    
    (4,899,400
    )Proceeds from notes payable  related party
    
    
    244,266
    
    
    
    751,288Repayment of notes payable  related party
    
    
    (654,669
    )
    
    
    (1,000
    )Distribution to joint venture partner
    
    
    (1,169,083
    )Repurchase and retirement of treasury stock
    
    
    (6,281
    )Capital contributed by joint venture partner
    
    
    747,754Net cash provided by financing activities
    
    
    5,574,031
    
    
    
    6,323,264Net decrease in cash and cash equivalents
    
    
    (228,142
    )
    
    
    (45,109
    )Cash and cash equivalents, beginning of period
    
    
    2,753,721
    
    
    
    465,052Cash and cash equivalents, end of period
    
    $
    2,525,579
    
    
    $
    419,943Supplemental disclosure of cash flow data:Interest paid, net of amount capitalized
    
    $
    143,839
    
    
    $
    134,740


See Notes to Condensed Consolidated Financial Statements.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO 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 December 31, 2003, their results of operations for
the nine and three months ended December 31, 2003 and 2002 and cash
flows for the nine months ended December 31, 2003 and 2002. 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, 2003 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
from March 31, 2003 that was previously filed with the SEC.

The results of the Companys operations for the nine and three months
ended December 31, 2003 are not necessarily indicative of the results
of operations to be expected for the full year ending March 31, 2004.

Significant accounting policies and the line of business have not
changed from those described in the 2003 Form 10-KSB.

Note 2  Significant accounting policies:

Property and equipment:

Property and equipment are stated at cost, less accumulated
depreciation. Depreciation is computed using the straight-line method
over the estimated useful lives of the respective assets as follows:

Range ofEstimatedCategory
    
    Useful LivesBuilding
    
    10 yearsEquipment
    
    5 yearsVehicles
    
    5 years


Note 3  Treasury stock:

During the nine months ended December 31, 2003, the Company acquired
and retired 209,335 of its outstanding shares of common stock at a
cost of $6,280.

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 4  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, 2003 and 2002 because there were no dilutive securities
outstanding.

Note 5  Joint venture:

The Company entered into a Limited Partnership Agreement (the
Agreement) for the purpose of developing and selling a 150
residential townhouse development. The Agreement requires the Company
to contribute to the joint venture $1 and to act as the general
partner. The Company has the exclusive authority as to the management
and development of the project. During November 2003, the Companys
joint venture partner contributed $748,000 of its required
contribution of $1,100,000 to the joint venture. The Companys joint
venture partner will be the limited partner and in return will receive
a preferred profit distribution up to a maximum return on its
investment of up to $1,100,000.

As a result of the aforementioned agreement, the Company was able to
obtain an additional revolving line of credit in the amount of
$4,500,000 and a construction revolving line of credit in the amount
of $3,750,000 that will be utilized to fund the initial development
costs of the joint venture project.

Note 6  Mortgages and notes payable:

During the nine months ended December 31, 2003, the Company received
notifications that it breached a certain financial covenant applicable
to a revolving construction loan in the amount of $3,500,000. On
February 10, 2004, the lender waived the covenant violation until
March 31, 2004, at which time, unless done earlier, the Company
will be required to place the outstanding balance of the line of
credit with another financial institution.

Note 7  Employee stock plan:

During the nine months ended December 31, 2003, the Company issued
111,000 shares of common stock having a value of $25,430 under its
employee stock plan.

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Exhibit Index

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