<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1999 OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
      FROM ______________ TO ______________


                         COMMISSION FILE NUMBER 0-22907


                          WHITNEY AMERICAN CORPORATION
               (Exact name of registrant as specified in charter)


           DELAWARE                                     54-1956957
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

8150 Leesburg Pike, Suite 1200, Vienna, Virginia           22182
  (Address of Principal Executive Offices)               (Zip Code)


                                 (703) 893-0582
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or15(d) of the Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such report), and (2) has been subject to such filing requirements for the past
90 days.

         Yes     X                  No
             -----------               ----------

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, was not
determinable.

At November 30, 1999, a total of 4,217,020 shares of common stock were
outstanding.

                                       1
<PAGE>

                   Whitney American Corporation and Subsidiary
                   CONSOLIDATED BALANCE SHEETS OF THE COMPANY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         November 30,           May 31,
                                                                             1999                1999
                                                                        ----------------    ----------------
      ASSETS
<S>                                                                   <C>                 <C>

CURRENT ASSETS
      Cash                                                            $           1,000   $           1,000
      Accounts receivable, net of allowance                                   3,898,597           3,775,797
      Prepaid expenses and other assets                                          97,444              94,989
                                                                        ----------------    ----------------

          Total Current Assets                                                3,997,041           3,871,786

PROPERTY AND EQUIPMENT, cost
      Leasehold improvements                                                    253,059             244,566
      Equipment                                                               2,763,075           2,412,945
      Automobiles                                                               368,770             251,930
      Furniture and fixtures                                                     41,691              36,186
                                                                        ----------------    ----------------

                                                                              3,426,595           2,945,627

      Accumulated depreciation                                               (2,169,561)         (1,944,316)
                                                                        ----------------    ----------------

          Net Property and Equipment                                          1,257,034           1,001,311

OTHER ASSETS
      Intangibles, net of amortization                                           16,758              17,744
      Deposits                                                                   62,380              58,409
      Note receivable                                                                 -                   -
                                                                        ----------------    ----------------

          Total Other Assets                                                     79,138              76,153
                                                                        ----------------    ----------------

          Total Assets                                                $       5,333,213   $       4,949,250
                                                                        ================    ================


      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable and accrued expenses                           $       1,029,974   $       1,572,344
      Accrued payroll and related liabilities                                   308,010             412,216
      Line of credit                                                            898,350             350,000
      Accounts payable - related party                                          105,745             105,745
      Note payable                                                                4,019               3,829
      Notes payable - equipment                                                  96,527             205,930
      Capital lease liability                                                   196,454             142,127
                                                                        ----------------    ----------------

          Total Current Liabilities                                           2,639,079           2,792,191

LONG-TERM DEBT
      Notes payable, net of current maturities                                   17,102              19,343
      Notes payable - equipment, net of current maturities                      134,934              44,146
      Capital lease liability, net of current maturities                        331,679             274,420
                                                                        ----------------    ----------------

          Total Long-term Liabilities                                           483,715             337,909
                                                                        ----------------    ----------------

          Total Liabilities                                                   3,122,794           3,130,100

STOCKHOLDERS' EQUITY
      Preferred stock, $.00001 par value, 5,000,000 shares
          authorized, none issued                                                     -                   -
      Common Stock, net of subscriptions receivable, at November 30,
          1999, $.00001 par value, 50,000,000 shares authorized,
          4,217,020 shares issued and outstanding                                    42                  42
      Additional paid-in capital                                              1,658,684           1,658,684
      Accumulated earnings                                                      551,693             160,424
                                                                        ----------------    ----------------

          Total Stockholders' Equity                                          2,210,419           1,819,150
                                                                        ----------------    ----------------

          Total Liabilities and Stockholders' Equity                  $       5,333,213   $       4,949,250
                                                                        ================    ================
</TABLE>


                        See notes to financial statements

                                       2
<PAGE>

                   Whitney American Corporation and Subsidiary
               CONSOLIDATED STATEMENTS OF OPERATION OF THE COMPANY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                             November 30,

                                                        1999                1998
                                                  -----------------   -----------------
<S>                                             <C>                 <C>

REVENUE FROM SERVICES                           $        6,502,096  $        6,931,412

      COST OF SERVICES                                   4,631,655           5,061,776
                                                  -----------------   -----------------

      GROSS PROFIT                                       1,870,441           1,869,636
                                                  -----------------   -----------------

OPERATING EXPENSES
      Overhead                                             791,863             685,442
      General and administrative                           620,706             468,242
                                                  -----------------   -----------------

          Total Operating Expenses                       1,412,569           1,153,684
                                                  -----------------   -----------------

INCOME FROM OPERATIONS                                     457,872             715,952

OTHER INCOME
      Interest                                                   -                   -
      Other                                                 31,612               6,086

OTHER EXPENSES
      Interest                                             (65,285)           (106,270)
                                                  -----------------   -----------------

INCOME BEFORE INCOME TAXES                                 424,199             615,768

      INCOME TAXES                                          33,285                   -
                                                  -----------------   -----------------

NET INCOME                                      $          390,914  $          615,768
                                                  =================   =================


Basic net income per common share               $             0.09  $             0.15
                                                  =================   =================

Weighted average common share outstanding                4,217,020           4,233,767
                                                  =================   =================

Diluted net income per common share             $             0.08  $             0.13
                                                  =================   =================

Weighted average common share outstanding                4,665,020           4,681,767
                                                  =================   =================
</TABLE>

                       See notes to financial statements.

                                       3
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                                 AND SUBSIDIARY
                       STATEMENTS OF CASH FLOW (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                      November 30,
CASH FLOWS FROM OPERATIONS:                                                     1999               1998
                                                                            -------------      -------------
<S>                                                                       <C>                <C>

Net Income                                                                $      390,914     $      615,768
Adjustments to reconcile net income to net cash:
      Depreciation and amortization                                              245,573            240,229
      Gain on sale of assets                                                     (31,554)
Changes in operating assets and liabilities:
      accounts receivable                                                       (122,800)          (525,216)
      prepaid expenses                                                            (2,455)           (37,605)
      deposits                                                                    (3,971)            (6,271)
      accounts payable and accrued expenses                                     (542,021)           494,375
      accrued payroll and related liabilities                                   (104,206)          (100,709)
      accounts payabe - related party                                                  -                945
                                                                            -------------      -------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                             (170,520)           681,516
                                                                            =============      =============

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of property and equipment                                       (507,269)          (292,131)
      Proceeds received from sale of fixed assets                                 38,514                  -
      Proceeds received from note receivable                                           -             11,776
                                                                            -------------      -------------

NET CASH USED IN INVESTING ACTIVITIES                                           (468,755)          (280,355)
                                                                            =============      =============

CASH FLOWS FROM FINANCING ACTIVITIES:
      Net (payment) proceeds on line of credit                                   548,350           (415,000)
      Payment of note payable                                                     (2,048)           (50,902)
      Payment of notes payable - equipment                                       (37,926)           (35,640)
      Proceeds of note payable - equipment                                        19,314                  -
      Proceeds from equipment under capital lease                                196,266            183,398
      Payments on related party advances                                               -            (45,992)
      Principal payments under capital lease obligations                         (84,681)           (37,025)
                                                                            -------------      -------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                              639,275           (401,161)
                                                                            =============      =============

NET CHANGE IN CASH                                                                     -                  -

CASH, BEGINNING                                                                    1,000              1,000
                                                                            -------------      -------------

CASH, ENDING                                                              $        1,000     $        1,000
                                                                            =============      =============

Supplemental disclosure of cash flows information:

Cash paid during the year for interest                                    $       65,285     $      106,270
                                                                            =============      =============

</TABLE>

                       See notes to financial statements.

                                       4
<PAGE>

                   WHITNEY AMERICAN CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

         Basis of Presentation and Consolidation
         ---------------------------------------

         The accompanying unaudited condensed consolidated financial statements
         of Whitney American Corporation (the "Company") and its wholly owned
         subsidiary, Kemron Environmental Services, Inc. ("Kemron") have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and with the instructions to Form
         10-Q. In the opinion of management, all adjustments necessary for a
         fair presentation of such financial statements have been included. Such
         adjustments consisted only of normal recurring items. The company
         acquired Kemron during fiscal year 1998 (see NOTE 2) and began
         presenting results on a consolidated basis. All significant
         intercompany balances and transactions have been eliminated in
         consolidation. Operating results for the six months ended November 30,
         1999 are not necessarily indicative of the results that may be expected
         for the fiscal year ending May 31, 2000 or for any other future period.
         Additional information is contained in the Annual Report on Form 10-KSB
         for the year ended May 31, 1999, which should be read in conjunction
         with this quarterly report.

         Use of Estimates
         ----------------

         Management uses estimates and assumptions in preparing financial
         statements in accordance with generally accepted accounting principles.
         Those estimates and assumptions affect the reported amounts of assets
         and liabilities, the disclosure of contingent assets and liabilities,
         and the reported revenues and expenses. Actual results could vary from
         the estimates that were assumed in preparing the financial statements.

         Federal Income Taxes
         --------------------

         Federal income tax has been provided for the six months ended November
         30, 1999 based on estimates that include the existence of unused net
         operating loss carryforwards along with taxable income in excess of the
         available net operating loss carryforwards.

         Property and Equipment
         ----------------------

         Property and equipment is stated at cost. Depreciation is computed
         using the straight-line method based on the estimated useful lives of
         the asset. Amortization of leasehold improvements is computed on the
         term of the lease or its useful life, whichever is less.

         Revenue Recognition
         -------------------

         The Company recognizes revenue generally at the time services are
         performed. On fixed price contracts, revenue is recognized on the basis
         of the estimated percentage of completion of services rendered. On cost
         reimbursement contracts, revenue is recognized as costs are incurred
         and includes applicable fees earned essentially in the proportion that
         costs incurred bear to total estimated final costs. Materials and
         subcontract costs reimbursed by client are included in gross revenue.
         Anticipated losses are recognized in the period in which the losses are
         reasonably determinable. Substantially all unbilled receivables are
         expected to be collected within the next 12 months and retention
         balances to be collected at the close of the respective project.

         A portion of contracts with the United States Government and State
         Agencies, are subject to audit and adjustment. Revenue has been
         recorded in amounts expected to be realized on final

                                       5
<PAGE>

         settlement. Included in accounts receivable are revenues from claims
         where recovery is probable in the opinion of management.

NOTE 2 - MERGER AND SUBSEQUENT UNWINDING AGREEMENT

         On March 10, 1998, Kemron Environmental Services, Inc. ("Kemron")
         merged with and into Whitney American Corporation (the "Company").
         Pursuant to the merger agreement, each outstanding share of Kemron
         common stock was converted into shares of the outstanding common stock
         of the Company. Upon consummation of the Merger, the stockholders of
         Kemron became the owners in the aggregate of approximately 86% of the
         outstanding common stock of the Company; and the directors and officers
         of Kemron became directors and officers of the Company. Prior to the
         Merger, the Company had no operating activities.

         The Merger was structured as a tax-free reorganization and was
         accounted for using the pooling-of-interests method.

         On November 29, 1999, the Company entered into an unwinding and stock
         exchange agreement with Kemron that calls for the desire of the
         shareholders to surrender the Company shares acquired in the March 10,
         1998 merger agreement. These shares will then be cancelled in exchange
         for the returned shares of Kemron stock to the rescinding shareholders.
         Ultimately, the Company and Kemron will substantively return to the
         ownership position that existed prior to the original merger agreement.
         Approval for the unwinding and stock exchange agreement shall be
         brought to vote at a special stockholder meeting on January 20, 2000
         before the agreement can be finalized.

NOTE 3 - SEGMENT INFORMATION

    The Company's reportable segments are strategic business units that offer
    different services. The Company has two reportable segments: analytical and
    consulting services. Analytical services include lab testing services for
    varying analytical programs such as NPDES, RCRA, CERCLA and OSHA. Consulting
    services provide investigations and assessment services at non-regulated
    contaminated sites and at sites covered by RCRA and CERCLA regulations,
    which investigations may include preliminary assessments, site
    investigations, groundwater assessments, remedial investigations,
    feasibility studies, and remedial action plans. The accounting policies of
    the segments are the same as those described in the summary of significant
    accounting policies (note 1).

    Sales, operating income and identifiable assets by reportable segment for
    the six months ended November 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                             (Dollars in thousands)             1999                 1998
                                                          -----------------     ----------------
<S>                                                    <C>                   <C>

        Sales to unaffiliated customers:

            Analytical services                        $             3,842   $            3,474
            Consulting services                                      2,660                3,457
                                                          -----------------     ----------------

            Total                                      $             6,502   $            6,931
                                                          =================     ================

        Operating income:

            Analytical services                        $               354   $              384
            Consulting services                                        174                  298
            Other                                                    (104)                 (66)
                                                          -----------------     ----------------

            Total                                      $               424   $              616
                                                          =================     ================
        Identifiable Assets:

            Analytical services                        $             2,908   $            2,512
             Consulting services                                     1,346                1,543
                                                          -----------------     ----------------

            Total                                      $             4,254   $            4,055
                                                          =================     ================
</TABLE>

                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FINANCIAL CONDITION

As of November 30, 1999, the Company's working capital balance increased from
$1,079,595 at May 31, 1999 to $1,354,262. This increase was the result of
profits generated during the six month period. The current liabilities decreased
by $149,412 while the accounts receivables increased by $122,800. The increase
in accounts receivable is primarily due to increased revenues and billing
activity during the first six months ended November 30, 1999.

The Company maintains a line of credit of $1.8 million with a bank, secured by
the Company's accounts receivable. The line of credit has provided a significant
source of the Company's cash requirements. The actual balance on the line of
credit will fluctuate during the period based on financing activities. There are
no significant working capital requirements pending at November 30, 1999. The
Company's available line of credit is expected to be sufficient to meet the
Company's needs for the foreseeable future.

RESULTS OF OPERATIONS

Revenues for the six months ended November 30, 1999 were $6,502,096, which
represents a decrease of 6.2% from the last year's six month revenues of
$6,931,412. The revenue decrease is the result of project delays experienced
with the commencement of work at several client sites. Some of these projects
are considered significant remediation sites. The revenue decreases were only
experienced with the consulting operations, the laboratory operation continues
to produce positive sales growth with 10.6% increase for the six months ended
November 30, 1999 as compared to the same period in prior year.

The laboratory received significant project awards during the first six months
of the current year, one existing client accounted for $440,000 of increased
sales for the laboratory. There has been some volatility of sales with other
existing clients for the first six months of the current year as acquisitions
and reorganizations of the Company's client base have made sales and marketing
efforts more difficult. However, the Company has remained well positioned to
continue supporting these clients with the same, if not increased, level of
laboratory services.

The consulting services reported a significant decline in revenues for the first
six months of fiscal year 2000, a $797,000 decrease when compared to the same
period ended November 30, 1998. The decrease can be attributed to two specific
projects that were significantly completed in the fiscal year ended May 31,
1999; a project for work at Cleveland Hopkins Airport and a state funded
substance removal contract. The work at Cleveland Hopkins Airport has dropped
off since fiscal year 1999. The contract for substance removal work ended prior
to the first quarter of the current fiscal year. Both of these projects required
extensive subcontractor support and, although they accounted for a combined
$644,000 decrease of revenues for the six months ended November 30, 1999 versus
a year earlier, a large portion of these revenues were purchased services from
outside subcontractors. As a result, the consulting services operation
experienced minimal profit deterioration from this lost contract revenue.

Gross profit was 28.8% and 27.0% of revenues for the six months ending November
30, 1999 and 1998, respectively. The Company considers gross margin of 28.8% to
be within the range for normal operations.

                                       7
<PAGE>

Net income decreased for the six months ended November 30, 1999 with a 6.5%
profit as compared to 8.9% for the same period in the prior year. The
improvement of gross profit is attributed to the increased sales volume
generated by the laboratory operation. The laboratory experiences significant
increases in profit margins as a result of increased sales. The decline in net
income is the result of both client delays with commencing several remediation
projects as well as additional labor activities of the Company in proposal
efforts.

SG&A expense was $620,706 for the six months ended November 30, 1999, up 15.5%
from the first six months of 1998. The increase is attributed to the additional
marketing efforts as well as the recognition of the profit sharing plan that was
implemented during fiscal year 1999.

Interest expense was $65,285 for the six months ended November 30, 1999, a
decrease of 38.6% as compared to the same period for prior year. The company
continues to strengthen its financial position, thereby reducing the borrowings
from the lender's line of credit.

YEAR 2000

The company is in process of upgrading its computer applications to ensure
functionality with respect to the Year 2000. The Year 2000 issue affects most
corporations and concerns the inability of information systems, primarily
computer software programs, to properly recognize and process date-sensitive
information relating to the Year 2000 and beyond. The Company believes it is
pursuing appropriate courses of action to identify and address Year 2000
readiness.

The principal operating functions that are dependent on information systems have
been identified, primarily the accounting system and operating systems that
support the laboratory instruments. Most of the related information systems have
already been converted and tested for Year 2000 compliance. Any remaining Year
2000 initiatives are scheduled to be complete by mid-year 1999.

The Company is giving consideration to the status of compliance by third party
suppliers. Failure by third party suppliers to become Year 2000 compliant could
impact the Company's ability to obtain products or services as scheduled, which
could potentially result in delays in meeting clients orders. The Company has
undertaken initiatives to review the Year 2000 readiness of clients which are
material to the Company's business. Failure by material customers to become Year
2000 compliant could result in the company's inability to obtain or perform work
on a timely basis for such customers, leading to delays in receipt of revenue.

A formal contingency plan will not be formulated unless the Company identifies
specific areas where there is substantial risk of Year 2000 problems occurring,
and no such areas have been identified as of this date.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements and information relating to the
Company that are based on the beliefs of its management as well as assumptions
made by and information currently available to its management. When used in this
report, the words "anticipate", "believe", "estimate", "expect", "intend", plan
and similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements. These statements reflect
management's current view of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Should any of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results my vary materially from those described in this report
as anticipated, estimated or expected. The Company's realization of its business
aims will depend in the near future principally on the successful completion of
its acquisition of operations as discussed below.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended November 30, 1999, the Company's line of credit
increased by $548,350 to $898,350. This was the result of increased payment
activity with vendors and suppliers as illustrated by the $542,370 reduction in
trade payables for the six months of the current year.

Cash flows used in operating activities totaled $170,520 for the six months
ended November 30, 1999. Cash outflows consist primarily of reductions in
accounts payable and accrued expenses for the six months as described above.
This was partially offset by net income for the six months combined with the
increased accounts receivable, these netted a $268,114 cash inflow.

Cash used in investing activities totaled $468,755 for the current year's first
six months. The significant cash outflow relates to the continued commitment of
the Company to provide the laboratory with instrumentation and equipment that is
on the leading edge of technology. $507,269 of equipment purchases were incurred
during the first six months ended November 30, 1999.


PART II - OTHER INFORMATION

Item 6 - Exhibits and 8-K Filings

(a)      The Company filed the following Current Reports on Form 8-K during the
         six months ended November 30, 1999.

         Filing of Form 8-K on December 10, 1999 for the unwinding and stock
         exchange agreement between the Company, Kemron Environmental Services,
         Inc. and Kemron stockholders.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             WHITNEY AMERICAN CORPORATION


                                             By  /s/  JUAN J. GUTIERREZ
                                                 ----------------------
                                                 JUAN J. GUTIERREZ
                                                 PRESIDENT AND CEO

                                             DATED:   JANUARY 14, 2000


In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                 Name                       Title                                             Date
         <S>                                <C>                                         <C>

         /s/  Juan J. Gutierrez             Chief Executive Officer, President          January 14, 2000
         ----------------------             and Chairman of the Board
         Juan J. Gutierrez

         /s/  John M. Dwyer                 Vice President                              January 14, 2000
         ------------------                 and Director
         John M. Dwyer

         /s/  Dave Vandenberg               Vice President                              January 14, 2000
         --------------------               and Director
         Dave Vandenberg

         /s/ John S. Heishman               Secretary, Treasurer                        January 14, 2000
         --------------------               and Director
         John S. Heishman
</TABLE>

                                       9