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Previous: VASOMEDICAL INC, DEF 14A, 1999-09-13 |
Next: PRIDE INC, DEF 14C, 1999-09-13 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 1999
WHITEHALL LIMITED, INC.
(F/K/A/ CAMBRIDGE UNIVERSAL CORPORATION)
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
Florida* 33-24387 84-1092599
-------- -------- ----------
<S> <C> <C>
State of other jurisdic- (Commission (IRS Employer
tion of incorporation File Number) Identification No.)
</TABLE>
290 Cocoanut Avenue
Sarasota, Florida 34236
-----------------------
(Address of principal executive offices, including zip code)
941/954-1181
------------
(Registrant's telephone number, including area code)
* initially formed under the laws of the State of Colorado
-1-
<PAGE> 2
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
MANAGEMENT REPORT ON FINANCIAL STATEMENTS
June 30, 1999
TO ALL READERS OF THE ATTACHED FINANCIAL DATA:
The Company has prepared the attached Interim Consolidated Balance Sheet and
Interim Consolidated Statement of Stockholders Equity as of June 30, 1999, and
the Interim Consolidated Statement of Income and Retained Earnings (Deficit) and
Interim Consolidated Statement of Cash Flows for the Quarter then ended.
The Management of the Company has reviewed the accompanying Financial Data and
the related Stockholder actions and Board of Directors Resolutions and to the
best of their knowledge and belief they fairly represent the Financial Condition
of the Company and Results of Operations for the quarter presented.
It should be duly noted that all of the attached Financial Data hereinafter
presented is totally without the benefit of Independent Audit.
WHITEHALL LIMITED, INC.
ITS MANAGEMENT
-2-
<PAGE> 3
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INDEX TO INTERIM FINANCIAL STATEMENTS
June 30, 1999
<TABLE>
<CAPTION>
DESCRIPTION PAGE
- ----------------------------------------------------------------
<S> <C>
Management Report 2
Balance Sheet 5-6
Statement of Stockholders' Equity 7
Statements of Income And Retained Earnings (Deficit) 8
Statement of Cash Flows 9
Notes to Financial Statements 10-12
</TABLE>
-3-
<PAGE> 4
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM FINANCIAL STATEMENTS
JUNE 30, 1999
As Presented by Management
-4-
<PAGE> 5
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1999
ASSETS
<TABLE>
<S> <C> <C>
CURRENT ASSETS
Cash in Banks $ 358,498
Due from affiliated companies 179,874
Due from stockholder 75,432
Investments-(at cost) 403,609
-----------
TOTAL CURRENT ASSETS $ 1,017,413
CONSTRUCTION COSTS IN PROGRESS
Land and development costs $ 4,004,239
Homes under construction and furnished models 3,854,322
-----------
TOTAL CONSTRUCTION COSTS IN PROGRESS $ 7,858,561
PROPERTY AND EQUIPMENT
Office land and building $ 866,241
Office furniture and fixtures 57,253
Construction equipment 78,880
Vehicles 37,368
-----------
TOTAL 1,039,742
Less: Depreciation 27,496
-----------
TOTAL PROPERTY AND EQUIPMENT $ 1,012,246
OTHER ASSETS
Deposit on lot $ 50,000
Prepaid model lease 112,246
Miscellaneous 2,260
-----------
TOTAL OTHER ASSETS $ 164,506
-----------
TOTAL ASSETS $10,052,726
===========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-5-
<PAGE> 6
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
LIABILITIES
Accounts payable-trade $ 596,412
Notes payable to banks 300,000
Note payable (secured by office building) 433,351
Notes payable - other 300,000
Land and development loans 860,400
Construction loans payable 1,896,647
Due to affiliated companies 238,697
Customers' deposits 795,093
-----------
TOTAL LIABILITIES $ 5,420,600
NOTE PAYABLE TO STOCKHOLDER $ 2,500,000
STOCKHOLDERS' EQUITY
Preferred stock $.10 par value authorized,
100,000,000 shares: issued shares - none $ 0
Common stock; $.10 par value authorized-
500,000,000 shares; issued and
outstanding 8,862,043 shares (Note 3) 886,204
Paid in capital 1,606,342
Retained earnings (deficit) (360,420)
-----------
TOTAL STOCKHOLDERS' EQUITY $ 2,132,126
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $10,052,726
===========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-6-
<PAGE> 7
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
RETAINED
COMMON STOCK PAID-IN EARNINGS
SHARES AMOUNT CAPITAL <DEFICIT>
------ ------ ------- ---------
<S> <C> <C> <C> <C>
BALANCE - JANUARY 1, 1999 7,100,000 $190,448 0 (190,448)
LESS: Reverse Stock Split
1 share for each 3 shares
outstanding 4,733,334 0 0 0
------------------------------------------------------------------------
2,366,666 190,448 0 (190,448)
ADD: Common stock issued to
acquire Whitehall Homes II, Inc.
effective January 1, 1999 4,608,268 0 2,302,098 0
Common stock issued to
complete acquisition of
Whitehall Homes II, Inc. 1,887,109 0 0 0
To adjust from no par common
stock to $.10 par value common
stock 0 695,756 (695,756) 0
LESS: Net <Loss> for the three months
ended March 31, 1999 0 0 0 (27,499)
------------------------------------------------------------------------
RESTATED BALANCE AS OF
MARCH 31, 1999 8,862,043 886,204 1,606,342 (217,947)
=========================================================================
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-7-
<PAGE> 8
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED JUNE 30, 1999
<TABLE>
<S> <C>
INCOME
Sales of homes and lots $1,243,692
Management fees 102,036
Real estate commissions 42,891
Interest Income 2,432
Joint Venture income 1,750
Other 98,374
----------
TOTAL INCOME $1,491,175
COST OF HOMES AND LOTS SOLD $1,110,193
----------
NET INCOME (BEFORE OPERATING EXPENSES) $ 380,982
OPERATING EXPENSES
Selling and General $ 240,924
Personnel 128,487
Office 85,082
Real estate commissions 20,470
----------
TOTAL OPERATING EXPENSES $ 474,963
----------
NET (LOSS) (BEFORE INTEREST
AND DEPRECIATION) $ (93,981)
OTHER EXPENSE
Interest $ 34,744
Depreciation 13,748
----------
TOTAL OTHER EXPENSE $ 48,492
----------
NET (LOSS) FOR THE PERIOD $ (142,473)
RETAINED EARNINGS (DEFICIT)
Balance - March 31, 1999 $ (217,947)
----------
RETAINED EARNINGS (DEFICIT) - JUNE 30, 1999 $ (360,420)
==========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-8-
<PAGE> 9
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 1, 1999 TO JUNE 30, 1999
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (142,473)
Adjustments to reconcile net (loss) to net
cash provided by operating activities
Depreciation 13,748
Increase/(decrease) in:
Land and development costs (15,283)
Homes under construction and furnished models (424,289)
Customer deposits 261,414
Vehicles (23,655)
Accounts payable and accrued liabilities 107,794
Other assets (32,430)
Due from affiliates (47,493)
Due to affiliates (60,922)
----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES $(363,589)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities $ 3,733
Net cash from borrowings:
Land and development loans 372,900
Construction loans 362,210
Notes payable (21,071)
Stockholder loans (144,786)
----------
NET CASH FLOWS FROM
BORROWING $ 572,986
---------
NET CASH (INCREASE) $ 209,397
CASH IN BANK - APRIL 1, 1999 $ 149,101
---------
CASH IN BANK - JUNE 30 ,1999 $ 358,498
=========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-9-
<PAGE> 10
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 1999
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND LINE OF BUSINESS
CONSOLIDATION: The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary WHITEHALL HOMES, II,
INC. after elimination of significant inter-company accounts and transactions.
Significant accounting policies and line of business have not changed from
March 31, 1999.
NOTE II - DEBT
The Company increased debt due to significant increase in building
operations, but substantially within its established lines of credit. All notes
payable are current.
NOTE III - STOCKHOLDERS EQUITY
Stockholders' meeting: on June 17, 1999 the Stockholders of the Company approved
the following resolutions, effective January 1, 1999:
1. To authorize the Board of Directors of the Company as presently
constituted to take such action as is necessary to permit the Company
to be domiciled and subject to the Florida Business Corporation Act
(the "Florida Act"), which action is expected to involve action by the
Board of Directors of the Company to qualify the Company as a foreign
corporation authorized to do business in Florida and thereafter the
adoption of the Florida Act pursuant to the provisions of the Florida
Act.
2. To cause to be prepared and filed under the Florida Act and such
statutes of Colorado as are still applicable Amended and Restated
Articles of Incorporation of the Company pursuant to which the name of
the Company will be changed to WHITEHALL LIMITED, INC. and the
outstanding Common Stock of the Company will be reclassified whereby
each three Shares presently outstanding will become one outstanding
Share. The number of authorized shares of Common Stock and Preferred
Stock to be set forth in such Amended and Restated Articles shall
remain the same.
-10-
<PAGE> 11
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 1999
3. To authorize the Board of Directors to initiate and consummate a
business combination between the Company and a Florida corporate entity
known as Whitehall Homes II, Inc. pursuant to which combination
Whitehall Homes II, Inc. is expected to become a wholly-owned operating
subsidiary of the Company and the former shareholders of Whitehall
Homes II, Inc. will be issued Shares which will constitute, upon
issuance thereof, of not more than 61% of shares then outstanding as
adjusted for such issuance.
4. To ratify the adoption of new and successor Bylaws for the Company.
-11-
<PAGE> 12
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.
WHITEHALL LIMITED, INC.
(FKA CAMBRIDGE UNIVERSAL CORPORATION)
Date 9/2/99 By /s/ Ronald Mustari
------------------ ---------------------------------------
Ronald Mustari, President
and Chief Executive Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MANAGEMENT'S
UNAUDITED JUNE 30, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 358,498
<SECURITIES> 403,609
<RECEIVABLES> 255,306
<ALLOWANCES> 0
<INVENTORY> 7,858,561
<CURRENT-ASSETS> 8,875,974
<PP&E> 1,039,742
<DEPRECIATION> 27,496
<TOTAL-ASSETS> 10,052,726
<CURRENT-LIABILITIES> 4,987,249
<BONDS> 2,933,351
0
0
<COMMON> 886,204
<OTHER-SE> 1,245,922
<TOTAL-LIABILITY-AND-EQUITY> 10,052,726
<SALES> 1,491,175
<TOTAL-REVENUES> 1,491,175
<CGS> 1,110,193
<TOTAL-COSTS> 1,110,193
<OTHER-EXPENSES> 488,711
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34,744
<INCOME-PRETAX> (142,473)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (142,473)
<EPS-BASIC> (.002)
<EPS-DILUTED> (.002)
</TABLE>
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