##### 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, 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: 14,395,812

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                  
|                             |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEET           
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|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. In
addition, the Company is currently planning to participate in two condominium
developments on the East Coast of the State of Florida for which construction
has not yet begun. 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 from other sources. Actual results may differ from those
estimates under different assumptions or conditions.

Results of operations for the six and three months ended September 30, 2003 as
compared to the six and three months ended September 30, 2002 were as follows:

Revenues:

Home and Lot Sales:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys Home and Lot sales increased by approximately $7,419,000 to
approximately $13,442,000 for the six months ended September 30, 2003 as
compared to approximately $6,023,000 for the six months ended September
30, 2002. The Companys Home and Lot sales increased by approximately
$5,440,000 to approximately $7,966,000 for the three months ended
September 30, 2003 as compared to approximately $2,526,000 for the three
months ended September 30, 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 six month period ended September 30, 2003, the Company closed
39 homes as compared to 25 homes in the six month period ended September
30, 2002. The average selling price of those homes was $290,000 as
compared to $200,000 for the six month period ended September 30, 2002.
Lot sales during six months ended September 30, 2003 generated $2,135,000
in revenues as compared to lot sales aggregating approximately $803,000
during the six months ended September 30, 2002. Despite closing more lots
during the six month period ending September 30, 2003, the average selling
price of those lots was $59,000 as compared to $67,000 for the six month
period ending September 30, 2002.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the three month period ended September 30, 2003, the Company closed
25 homes as compared to 11 homes in the three month period ended September
30, 2002. The average selling price of those homes was $255,000 as
compared to $210,000 for the three month period ended September 30, 2002.
Lot sales during the three months ended September 30, 2003 generated
$1,590,000 in revenues as compared to lot sales aggregating approximately
$217,000 during the three months ended September 30, 2002. In addition to
closing more lots during the three month period ending September 30, 2003,
the average selling price of those lots was $57,000 as compared to $55,000
for the three month period ending September 30, 2002.

Costs and expenses:

Cost of sales:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cost of sales increased by approximately $5,254,000 to approximately
$10,607,000 for the six months ended September 30, 2003 as compared to
approximately $5,353,000 for the six months ended September 30, 2002.
Cost of sales increased by approximately $3,923,000 to approximately
$6,286,000 for the three months ended September 30, 2003 as compared to
approximately $2,363,000 for the three months ended September 30, 2002.
The cost as a percent of sales approximated

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 79% in both the six and three months ended September 30, 2003, respectively as compared with 89% and 94%
for the six and three months ended September 30, 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, 8 were closed 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.

Selling, general and administrative:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Selling, general and administrative expenses increased by approximately
$714,000 to approximately $2,030,000 for the six months ended September
30, 2003 as compared to approximately $1,316,000 for the six months ended
September 30, 2002. Selling, general and administrative expenses
increased by approximately $533,000 to approximately $1,033,000 for the
three months ended September 30, 2003 as compared to approximately
$500,000 for the three months ended September 30, 2002. General and
administrative costs increased approximately $84,000 for the six months
ended September 30, 2003 as compared to six months ended September 30,
2002. Selling expenses increased approximately $630,000 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
September 30, 2003, general and administrative expenses increased by
approximately $200,000, as compared to the three months ended September
30, 2002. In addition, during the same period, selling expenses also
increased by approximately $333,000. 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 increased for the six months ended September 30, 2003 as compared
to the six months ended September 30, 2002 by approximately $13,000.
Interest increased for the three months ended September 30, 2003 as
compared to the three months ended September 30, 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 loss to the joint venture partner was
approximately $273,000 ($.02 per share) and $(316,000) ($(.02) per share) for
the six months ended September 30, 2003 and 2002, respectively. The
Companys net income (loss) was approximately $389,000 ($.03 per share) and
$(173,000) ($(.01) per share) for the three months ended September 30, 2003
and 2002, respectively.

Liquidity and Capital Resources:

As of September 30, 2003, the Company had net assets of approximately $844,000
including cash and cash equivalents of approximately $2,385,000. During the six
months ended September 30, 2003, the Companys cash position decreased by
approximately $369,000. Its operating activities utilized approximately
$660,000 of cash. This was primarily caused by the Company funding an increase
in inventories of approximately $3,639,000 for homes scheduled to close in
future periods, offset by an increase of approximately $2,318,000 in customer
deposits, income (loss) applicable to the interest of the joint venture partner
of approximately $298,000, and income from operations of approximately
$273,000. In addition, our investing activities utilized approximately $252,000
of cash by making a distribution to our joint venture partner and 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 $563,000 of cash principally from
the proceeds of its mortgages and notes payable of approximately $10,454,000
and the proceeds of related party notes payable of approximately $238,000,
offset by repayments of approximately $10,129,000, including approximately
$579,000 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 $7,167,000 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, 2004, 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
September 30, 2003, the Company had approximately $2,700,000 outstanding under
this line of credit and it is managements belief that the Company will be in
compliance based on the anticipated closings on or before December 31, 2003.

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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, 2003,
contracts are in place for closing 166 homes, of which 103 are scheduled to
close in the current fiscal year. The anticipated revenue associated with
these contracts totals approximately $51,388,000, of which approximately
$32,891,000 is associated with units scheduled to close in the fiscal year
ending March 31, 2004, and the remaining approximately $18,497,000 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 September 30, 2003:

|                                     |  |          |     |          |  |               |               |                           |  |          |     |          |  |   |               |  |  |  |    |  |  |   |               | 
|------------------------------------ |  | -------- | --- | -------- |  | ------------- | ------------- | ------------------------- |  | -------- | --- | -------- |  | - | ------------- |  |  |  | -- |  |  | - | ------------- | 
|                                     |  |          |     |          |  |               |               |                           |  | To Close |     | To Close
|                                     |  | Units    |     | Contract |  | As of 3/31/04 |               | As of 3/31/05 and 3/31/06
|                                     |  | Under    |     | Price    |  |               |               |                          
|Project                              |  | Contract |     | Total    |  | Units         |               | $                         |  | Units    |     | $       
|                                     |  |          |     |          |  |               |               |                           |  |          |     |         
|Ancient Oaks                         |  |          | 11  |          |  | $             | 2,279,979.55  |                           |  |          | 8   |          |  | $ | 1,587,094.60  |  |  |  | 3  |  |  | $ | 692,884.95    | 
|Calumet Reserve at
Lely Resort       |  |          | 29  |          |  | $             | 7,536,546.97  |                           |  |          | 8   |          |  | $ | 2,008,802.85  |  |  |  | 21 |  |  | $ | 5,527,744.12  | 
|Edgewater Moorings
at Lakewood Ranch |  |          | 81  |          |  | $             | 30,556,899.95 |                           |  |          | 51  |          |  | $ | 20,786,695.88 |  |  |  | 30 |  |  | $ | 9,770,204.07  | 
|Heron Creek
Golf and Country Club    |  |          | 14  |          |  | $             | 3,477,650.39  |                           |  |          | 13  |          |  | $ | 3,082,210.64  |  |  |  | 1  |  |  | $ | 395,439.75    | 
|Lake Jovita                          |  |          | 12  |          |  | $             | 2,573,429.56  |                           |  |          | 11  |          |  | $ | 2,363,766.46  |  |  |  | 1  |  |  | $ | 209,663.10    | 
|Shadowmoss                           |  |          | 2   |          |  | $             | 276,520.00    |                           |  |          | 1   |          |  | $ | 138,620.00    |  |  |  | 1  |  |  | $ | 137,900.00    | 
|Waterchase                           |  |          | 17  |          |  | $             | 4,687,329.65  |                           |  |          | 11  |          |  | $ | 2,923,635.15  |  |  |  | 6  |  |  | $ | 1,763,694.50  | 
|                                     |  |          |     |          |  |               |               |                           |  |          |     |          |  |   |               |  |  |  |    |  |  |   |               | 
|Totals                               |  |          | 166 |          |  | $             | 51,388,356.07 |                           |  |          | 103 |          |  | $ | 32,890,825.58 |  |  |  | 63 |  |  | $ | 18,497,530.49 | 




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 six months ended September 30, 2003, we issued 111,000
shares of common stock having a value of $25,430 under our employee
stock plan.




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.
|                  |                         |                                                                                               
|November 12, 2003 | /s/                     | Ronald Mustari                                                                                
|                  |                        
|                  |                         | Ronald Mustari, President and
Chief Executive Officer
(Principal Executive Officer)           
|                  |                         |                                                                                               
|November 12, 2003 | /s/                     | Kay Carter                                                                                    
|                  |                        
|                  |                         | Kay Carter, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)

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WHITEHALL LIMITED, INC. AND SUBSIDIARIES

I N D E X

|                                                                                                                   |  |     
|------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                   |  | PAGE
|                                                                                                                   |  |     
|CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003 (UNAUDITED)                                                |  | F-2 
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED) |  | F-3 
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)           |  | F-4 
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)                                                   |  | F-5 

* * *

F-1



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2003

|                                     |                                                                                                       |                                                                      |                            |            |   |            |            | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | -------------------------- | ---------- | - | ---------- | ---------- | 
|ASSETS                               |                                                                                                       |                                                                      |                            |           
|Cash and cash equivalents            |                                                                                                       | $                                                                    | 2,384,727                  |           
|Inventories                          |                                                                                                       |                                                                      | 34,795,425                 |           
|Property and equipment, net          |                                                                                                       |                                                                      | 432,704                    |           
|Other assets                         |                                                                                                       |                                                                      | 326,413                    |           
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      |                            | Total      |   | $          | 37,939,269 | 
|                                     |                                                                                                       |                                                                      |                            |           
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                       |                                                                      |                            |           
|Liabilities:                         |                                                                                                       |                                                                      |                            |           
|                                     | Mortgages and notes payable                                                                           |                                                                      | $                          | 24,698,877 |  
|                                     | Notes payable  related party                                                                         |                                                                      |                            | 681,023    |  
|                                     | Accounts payable and accrued expenses                                                                 |                                                                      |                            | 3,645,835  |  
|                                     | Customer deposits and advances                                                                        |                                                                      |                            | 4,019,793  |  
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total liabilities          |            |   | 33,045,528 |           
|                                     |                                                                                                       |                                                                      |                            |           
|Interest of joint venture partners   |                                                                                                       |                                                                      | 4,049,727                  |           
|                                     |                                                                                                       |                                                                      |                            |           
|Commitments and contingencies        |                                                                                                       |                                                                      |                            |           
|Stockholders equity:                |                                                                                                       |                                                                      |                            |           
|                                     | Preferred stock:                                                                                      |                                                                      |                            |            |  
|                                     |                                                                                                       | Series A, $.10 par value; 100,000,000 shares authorized; none issued |                            |            |  |           
|                                     |                                                                                                       | Series B, $.10 par value; 2,500,000 shares authorized; none issued   |                            |            |  |           
|                                     | Common stock, $.10 par value; 500,000,000 shares authorized;
14,395,812 shares issued and outstanding |                                                                      |                            | 1,439,581  |  
|                                     | Additional paid-in capital                                                                            |                                                                      |                            | (293,437   | )
|                                     | Accumulated deficit                                                                                   |                                                                      |                            | (302,130   | )
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total stockholders equity |            |   | 844,014    |           
|                                     |                                                                                                       |                                                                      |                            |           
|                                     |                                                                                                       |                                                                      | Total                      |            | $ | 37,939,269 |           
|                                     |                                                                                                       |                                                                      |                            |           

See Notes to Condensed Consolidated Financial Statements.

F-2



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WHITEHALL LIMITED, INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)

|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |           |           | 
|-------------------------------------------------------------- | -------------------------- | ------ | ---------- | ---------------- | ---------- | ------------------ | ---------- | --------- | --------- | ---- | ---------- | --------- | --------- | - | ---------- | --------- | --------- | 
|                                                               |                            |        |            | Six Months Ended |            | Three Months Ended
|                                                               |                            |        |            | September 30,    |            | September 30,     
|                                                               |                            |        |            |                  |            |                   
|                                                               |                            |        |            | 2003             |            | 2002               |            | 2003      |           | 2002
|                                                               |                            |        |            |                  |            |                    |            |           |           |     
|Revenue:                                                       |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|                                                               | Home and lot sales         |        | $          | 13,441,619       |            |                    | $          | 6,022,876 |           |      | $          | 7,966,444 |           |   | $          | 2,525,755 |          
|                                                               | Rental income              |        |            | 59,985           |            |                    |            |           |           |      |            |           |           |   |            |           |          
|                                                               | Other income               |        |            |                 |            |                    |            | 22,531    |           |      |            | 37,908    |           |   |            | 17,147    |          
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|                                                               |                            | Totals |            |                  | 13,501,604 |                    |            |           | 6,045,407 |      |            |           | 8,004,352 |   |            |           | 2,542,902 | 
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|Costs and expenses:                                            |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|                                                               | Cost of sales              |        |            | 10,606,550       |            |                    |            | 5,352,827 |           |      |            | 6,286,297 |           |   |            | 2,362,634 |          
|                                                               | Selling                    |        |            | 1,310,185        |            |                    |            | 680,633   |           |      |            | 622,033   |           |   |            | 289,274   |          
|                                                               | General and administrative |        |            | 719,606          |            |                    |            | 635,373   |           |      |            | 410,894   |           |   |            | 210,851   |          
|                                                               | Interest                   |        |            | 103,353          |            |                    |            | 90,460    |           |      |            | 43,381    |           |   |            | 39,502    |          
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|                                                               |                            | Totals |            |                  | 12,739,694 |                    |            |           | 6,759,293 |      |            |           | 7,362,605 |   |            |           | 2,902,261 | 
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|Income (loss) from operations                                  |                            |        | 761,910    |                  |            |                    | (713,886   | )         |           |      | 641,747    |           |           |   | (359,359   | )        
|Income (loss) applicable to interest of joint
venture partners |                            |        | 298,240    |                  |            |                    | (186,535   | )         |           |      | (3,742     | )         |           |   | (61,864    | )        
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|Income (loss) before income taxes                              |                            |        | 463,670    |                  |            |                    | (527,351   | )         |           |      | 645,489    |           |           |   | (297,495   | )        
|Provision for income taxes                                     |                            |        | 190,500    |                  |            |                    | (210,940   | )         |           |      | 256,900    |           |           |   | (124,410   | )        
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|Net income (loss)                                              |                            | $      | 273,170    |                  |            | $                  | (316,411   | )         |           | $    | 388,589    |           |           | $ | (173,085   | )        
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|Basic earnings (loss) per share                                |                            | $      | .02        |                  |            | $                  | (.02       | )         |           | $    | .03        |           |           | $ | (.01       | )        
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          
|Basic weighted average shares
outstanding                      |                            |        | 14,292,741 |                  |            |                    | 13,311,656 |           |           |      | 14,300,669 |           |           |   | 13,314,964 |          
|                                                               |                            |        |            |                  |            |                    |            |           |           |      |            |           |           |   |            |          

See Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



WHITEHALL LIMITED, INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)

|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |            |          |            |            |  
|---------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------------------------------------- | ------------------------------------- | --------------------------------------------------- | ------- | ---------- | -------- | ---------- | -------- | ---------- | ---------- | -
|                                               |                                                                                      |                                                               |                                       |                                                     |         | 2003       |          | 2002      
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|Operating activities:                          |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               | Net income (loss)                                                                    |                                                               | $                                     | 273,170                                             |         |            | $        | (316,411   | )       
|                                               | Adjustments to reconcile net income (loss) to net cash
used in operating activities: |                                                               |                                       |                                                     |         |            |          |            |         
|                                               |                                                                                      | Depreciation                                                  |                                       |                                                     | 21,858  |            |          |            | 23,892   |           
|                                               |                                                                                      | Deferred income taxes                                         |                                       |                                                     |         |            |          |            | (210,940 | )         
|                                               |                                                                                      | Cost of services paid through issuance of common stock        |                                       |                                                     | 25,430  |            |          |            | 900      |           
|                                               |                                                                                      | Income (loss) applicable to interest of joint venture partner |                                       |                                                     | 298,240 |            |          |            | (186,535 | )         
|                                               |                                                                                      | Gain on sale of equipment                                     |                                       |                                                     |         |            |          |            | (12,715  | )         
|                                               |                                                                                      | Changes in operating assets and liabilities:                  |                                       |                                                     |         |            |          |            |          |           
|                                               |                                                                                      |                                                               | Inventories                           |                                                     |         | (3,638,501 | )        |            |          | (3,737,218 | )         
|                                               |                                                                                      |                                                               | Other assets                          |                                                     |         | (72,114    | )        |            |          | 12,550     |           
|                                               |                                                                                      |                                                               | Accounts payable and accrued expenses |                                                     |         | 114,215    |          |            |          | 110,279    |           
|                                               |                                                                                      |                                                               | Customer deposits and advances        |                                                     |         | 2,317,821  |          |            |          | (747,538   | )         
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               |                                                                                      |                                                               |                                       | Net cash used in operating activities               |         |            | (659,881 | )          |          |            | (5,063,736 | )
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|Investing activities:                          |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               | Distribution to joint venture partner                                                |                                                               |                                       | (252,066                                            | )       |            |          |            |         
|                                               | Purchase of property and equipment                                                   |                                                               |                                       | (19,974                                             | )       |            |          | (14,070    | )       
|                                               | Proceeds from sale of equipment                                                      |                                                               |                                       |                                                     |         |            |          | 30,500     |         
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               |                                                                                      |                                                               |                                       | Net cash provided by (used in) investing activities |         |            | (272,040 | )          |          |            | 16,430     |  
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|Financing activities:                          |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               | Proceeds from mortgages and notes payable                                            |                                                               |                                       | 10,454,326                                          |         |            |          | 6,545,996  |         
|                                               | Repayments of mortgages and note payable                                             |                                                               |                                       | (9,550,384                                          | )       |            |          | (2,268,366 | )       
|                                               | Proceeds from notes payable  related party                                          |                                                               |                                       | 237,985                                             |         |            |          | 550,000    |         
|                                               | Repayment of notes payable  related party                                           |                                                               |                                       | (579,000                                            | )       |            |          | (1,000     | )       
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               |                                                                                      |                                                               |                                       | Net cash provided by financing activities           |         |            | 562,927  |            |          |            | 4,826,630  |  
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|Net decrease in cash and cash equivalents      |                                                                                      |                                                               | (368,994                              | )                                                   |         |            | (220,676 | )         
|Cash and cash equivalents, beginning of period |                                                                                      |                                                               | 2,753,721                             |                                                     |         |            | 465,052  |           
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|Cash and cash equivalents, end of period       |                                                                                      | $                                                             | 2,384,727                             |                                                     |         | $          | 244,376  |           
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|Supplemental disclosure of cash flow data:     |                                                                                      |                                                               |                                       |                                                     |         |            |          |           
|                                               | Interest paid, net of amount capitalized                                             |                                                               | $                                     | 103,353                                             |         |            | $        | 90,460     |         
|                                               |                                                                                      |                                                               |                                       |                                                     |         |            |          |           

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##### Table of Contents



See Notes to Condensed Consolidated Financial Statements.

WHITEHALL LIMITED, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1  Basis of presentation:



| |  |  | In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly the
financial position of Whitehall Limited, Inc. and Subsidiaries (the
Company) as of September 30, 2003, their results of operations for
the six and three months ended September 30, 2003 and 2002 and their
cash flows for the six months ended September 30, 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 March 31, 2003 that was previously filed with the SEC.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The results of the Companys operations for the six and three months
ended September 30, 2003 are not necessarily indicative of the results
of operations for the full year ending March 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | Significant accounting policies and line of business have not changed
from those described in the 2003 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, 2003 and 2002 because there were no dilutive securities
outstanding.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 3  Mortgages and notes payable:



| |  |  | During the six months ended September 30, 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 July
11, 2003, the lender waived the covenant violation until December 31,
2003, at which time, unless done earlier, the Company must demonstrate
its in compliance with the covenant.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 4  Employee stock plan:



| |  |  | During the six months ended September 30, 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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##### 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.