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Previous: NEW CENTURY PORTFOLIOS, 485BPOS, 2000-02-28 |
Next: BLACK WARRIOR WIRELINE CORP, 3, 2000-02-28 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - QSB
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended December 31, 1999
WHITEHALL LIMITED, INC.
(F/K/A/ CAMBRIDGE UNIVERSAL CORPORATION)
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida* 33-24387 84-1092599
-------- -------- ----------
State of other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
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
DECEMBER 31, 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 December 31, 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.
IT'S MANAGEMENT
-2-
<PAGE> 3
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INDEX TO INTERIM FINANCIAL STATEMENTS
December 31, 1999
DESCRIPTION PAGE
- -------------------------------------------------------------------------------
Management Report 2
Balance Sheet 5-6
Statement of Stockholders' Equity 7
Statements of Income and Retained Earnings (Deficit) 8
Statements of Cash Flows 9
Notes to Financial Statements 10
Signatures 11
-3-
<PAGE> 4
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM FINANCIAL STATEMENTS
December 31, 1999
As presented by Management
-4-
<PAGE> 5
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash in Banks $ 418,117
Due from affiliated companies 179,888
Due from stockholder (Net) 161,640
Investments-(at cost) (Note III) 200,000
----------
TOTAL CURRENT ASSETS $ 959,645
----------
CONSTRUCTION COSTS IN PROGRESS
Land and development costs $2,377,905
Homes under construction and furnished models 4,363,579
----------
TOTAL CONSTRUCTION COSTS IN PROGRESS $6,741,484
----------
PROPERTY AND EQUIPMENT
Office land and building $ 866,241
Office furniture and fixtures 57,253
Construction equipment 78,880
Vehicles 86,018
----------
TOTAL 1,088,392
Less: Depreciation 37,214
----------
TOTAL PROPERTY AND EQUIPMENT $1,051,178
----------
OTHER ASSETS
Deposit on land $ 66,850
Prepaid model lease and sales office 154,458
Miscellaneous 3,733
----------
TOTAL OTHER ASSETS $ 225,041
----------
TOTAL ASSETS $8,977,348
==========
</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 DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS EQUITY EQUITY
LIABILITIES
Accounts payable-trade $ 933,822
Notes payable to banks 300,000
Note payable (secured by office building) 355,705
Notes Payable (secured by equipment) 109,473
Notes payable - other 300,000
Land and development loans 386,225
Construction loans payable 2,196,610
Customers' deposits 1,127,324
----------
TOTAL LIABILITIES $5,709,159
----------
NOTE PAYABLE TO STOCKHOLDER (NOTE IV) $1,427,245
----------
STOCKHOLDERS' EQUITY
Preferred stock $.10 par value authorized, 100,000,000 shares: $0
issued shares - none
Common stock; $.10 par value authorized-
500,000,000 shares; issued and
outstanding 8,946,000 shares 894,600
Paid in capital 1,573,634
Retained earnings (deficit) (627,290)
----------
TOTAL STOCKHOLDERS' EQUITY $1,840,944
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,977,348
==========
</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 DECEMBER 31, 1999
<TABLE>
<CAPTION>
RETAINED
COMMON STOCK PAID-IN EARNINGS
SHARES AMOUNT CAPITAL <DEFICIT>
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
BALANCE - OCTOBER 1, 1999 8,946,000 $894,600 1,573,634 (502,403)
ADD: U-STORE IT ADJUSTMENT 12,629
(NOTE IV)
LESS: Net <Loss> for the three months
ended December 31, 1999 (137,516)
-----------------------------------------------------
Balance-December 31, 1999 8,946,000 894,600 1,573,634 (627,290)
=====================================================
</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 DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
INCOME
Sales of homes and lots $2,937,092
Interest Income 1,581
Other 23,827
----------
TOTAL INCOME 2,962,500
COST OF HOMES AND LOTS SOLD 2,647,045
----------
NET INCOME (BEFORE OPERATING EXPENSES) 315,455
----------
OPERATING EXPENSES
Selling and General $134,008
Personnel 175,904
Office 94,457
Real estate commissions 18,648
Interest 29,954
----------
TOTAL OPERATING EXPENSES 452,971
----------
NET (LOSS) FOR THE PERIOD ($137,516)
==========
NET (LOSS) PER COMMON SHARE $0.01537
==========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-8-
<PAGE> 9
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD OCTOBER 1, 1999 TO DECEMBER 31, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) ($ 131,516)
Adjustments to reconcile net (loss) to net
cash provided by operating activities
Depreciation 15,819
Increase/(decrease) in:
Land and development costs 1,435,147
Homes under construction and furnished models (284,359)
Customer deposits 112,747
Vehicles (48,650)
Accounts payable and accrued liabilities 211,095
Other assets (14,159)
Due from affiliates 54,259
Due to affiliates (185,500)
-----------
NET CASH PROVIDED (USED) BY $ 1,164,883
-----------
CASH FLOWS TO/FROM INVESTING ACTIVITIES
Net cash provided for investing activities:
Investment in securities ($ 200,000)
Net cash from borrowings:
Land and development loans (318,500)
Construction loans 217,273
Notes payable (209,918)
Stockholder loans 156,758
Note Payable-Stockholders (Note IV) (669,148)
-----------
NET CASH FLOWS FROM
INVESTMENT ACTIVITIES ($1,023,535)
-----------
NET CASH (INCREASE) 141,348
CASH IN BANK - OCTOBER 1, 1999 276,769
-----------
CASH IN BANK - DECEMBER 31, 1999 $ 418,117
===========
</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 INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 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, except as noted below.
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 - INVESTMENTS
The Company has invested excess working capital in short term
securities during this period in the amount of $200,000.
NOTE IV - NOTE PAYABLE - STOCKHOLDERS
The original agreement with Whitehall Homes, Inc., and eight other
corporations and Whitehall Homes II, Inc. to purchase their assets less
liabilities in exchange for common stock of Whitehall Homes II, Inc. will be
amended, effective January 1, 1999, as follows:
1. The corporation known as U-Store It, Inc. (A Florida
Corporation), will be returned to the major stockholders
since the nature of its business is inconsistent with the
primary business of the Company.
2. The original acquisition cost of $669,148 was charged to note
payable - stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule. (for SEC use only)
(b) None.
-10-
<PAGE> 11
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 February 25, 2000 By: /s/ Ronald Mustari
------------------------------ -----------------------------
Ronald Mustari, President
and Chief Executive Officer
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10QSB FOR THE PERIOD OCTOBER 1, 1999 TO DECEMBER 31, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 418,117
<SECURITIES> 200,000
<RECEIVABLES> 341,528
<ALLOWANCES> 0
<INVENTORY> 6,741,484
<CURRENT-ASSETS> 7,701,129
<PP&E> 1,088,392
<DEPRECIATION> 37,214
<TOTAL-ASSETS> 8,977,349
<CURRENT-LIABILITIES> 3,926,209
<BONDS> 1,782,950
0
0
<COMMON> 894,600
<OTHER-SE> 1,573,634
<TOTAL-LIABILITY-AND-EQUITY> 8,977,349
<SALES> 2,937,092
<TOTAL-REVENUES> 2,962,500
<CGS> 2,647,045
<TOTAL-COSTS> 2,647,045
<OTHER-EXPENSES> 452,971
<LOSS-PROVISION> (137,516)
<INTEREST-EXPENSE> 29,954
<INCOME-PRETAX> (137,516)
<INCOME-TAX> 0
<INCOME-CONTINUING> (137,516)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137,516)
<EPS-BASIC> 1537
<EPS-DILUTED> 1537
</TABLE>
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