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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
AMENDMENT NO. 2
TO
FORM 10SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
WHITEHALL LIMITED, INC.
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(Name of Small Business Issuer in its charter)
Florida 84-1092599
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
290 Cocoanut Avenue, Sarasota, Florida 34236
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (941) 954-1181
---------------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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(Title of Class)
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Background
WHITEHALL LIMITED, INC. (the "Registrant") is a corporation which has
been domesticated and presently exists under Florida law effective June 24,
1999. Prior to the business combination described herein, the Registrant had
been an inactively traded public company and conducted no significant
operations since the completion of its public offering in 1988. Until the
combination between the Registrant and Whitehall Homes II, Inc., as
subsequently described herein, which occurred in June 1999, the Registrant was
a "blank check company" as that term is utilized under the Securities Act of
1933, as amended (the "Act") and the Securities Exchange Act of 1934 (the "'34
Act"). In such status, the Company explored the commencement of several lines
of business activity or business combinations, but none were consummated. In
summary, an inactive public company is a corporate entity, the equity
securities of which are publicly held but which conducts no business activity
and has minimal, if any, assets. Prior to June 24, 1999, the Registrant was
known as Cambridge Universal Corporation. The Registrant was initially formed
under Colorado corporate law in 1988 and in such year conducted a public
offering of its investment units, each unit being comprised of one share of the
Registrant's Common Stock and Class A and Class B Common Stock Purchase
Warrants, which Warrants have either been exercised or have expired. The
definitive prospectus containing the offer of such units bore an effective date
of December 8, 1988 and thereafter the Registrant filed the periodic and annual
reports with the United States Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended. For a
period of time, the Registrant did not file such periodic and annual reports.
Such reports have been brought to a current status and the Registrant believes
that it is current with respect to such reports as of the time of the filing of
this Registration Statement.
At a time contemporaneous to the domestication of the Registrant under
Florida law, the Registrant exchanged 4,608,268 shares of its Common Stock for
all of the outstanding common stock of Whitehall Homes II, Inc. ("Whitehall").
Such 4,608,268 shares of common stock were issued to Mr. and Mrs. Ronald
Mustari. At the time of such exchange, Mr. and Mrs. Mustari constituted the
sole members of the Board of Directors of Whitehall and were its executive
officers.
As a result of such exchange and as more fully described subsequently
herein, the Registrant is continuing the business activities conducted by
Whitehall which now is a wholly-owned corporate subsidiary of the Registrant.
The business of the Registrant and of Whitehall relates to the development of
residential subdivisions and the construction of residential dwelling units and
the marketing thereof in the geographic area of the West Coast of Florida. As a
result of the consummation of the exchange transaction and the conduct by the
Registrant of the business of Whitehall, the Registrant believes that it is no
longer a "blank check" company.
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Control Persons of the Registrant
Pursuant to an agreement styled "Agreement Providing for Purchase of
Capital Stock" (the "Agreement") dated as of February 18, 1999, a Florida
corporation known as Andrews & Associates, Inc. ("Andrews") acquired the right
to acquire record ownership of 763,333 shares of the Common Stock of the
Registrant then known as Cambridge Universal Corporation and as adjusted for
the subsequent reverse stock split (the "Shares"). Andrews engages in
consulting activities relating to residential real estate development and the
outstanding voting equity securities of Andrews are equally owned by Patrick J.
Andrews, Gregory M. Andrews and Jerome S. Andrews, Jr. who are brothers. The
President and Chief Executive Officer of Andrews is J. S. Andrews who does not
own of record or beneficially any outstanding equity voting securities of the
Registrant. J. S. Andrews is the father of Patrick J., Gregory M. and Jerome S.
Andrews, Jr. During the period May 21 through June 24, 1999, Gregory M. Andrews
served as a director of the Registrant.
The Shares of the Registrant were acquired by Andrews and its
affiliates (Patrick J., Gregory M. and Jerome S. Andrews Jr.) from the
Registrant while it still was in the status of a blank check company.
Accordingly, in accordance with the position of the staff of the Commission, as
set forth in a "no action" letter, Ken Worm (January 21, 2000), Andrews and
such affiliates occupy the status of statutory underwriters and the Shares of
the Registrant acquired by Andrews and its affiliates may only be resold
pursuant to a Registration Statement which is effective under the Act.
As a result of the exchange transaction described above, as well as
other circumstances, the following persons may be considered as "control
persons" of the Registration as of March 31, 2000 (the phrase "control persons"
meaning persons or entities exercising control over an issuer of securities as
a result of the beneficial ownership of the issuer's outstanding voting
securities, by virtue of serving as a director or officer of such issuer, as a
result of contractual relationships or other circumstances):
Identity of Control Person Nature of Control Relationship
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Ronald Mustari Record and beneficial ownership (with
Joanne Mustari) of 51.51% of Registrant's
outstanding voting Common Stock; member of
the Board of Directors, President and Chief
Executive Officer
Joanne Mustari Record and beneficial ownership (with
Ronald Mustari) of 51.51% of Registrant's
outstanding voting Common Stock
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Identity of Control Person Nature of Control Relationship
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Harry Van Der Noord(1) Director, Chairman of the Board of
Directors of the Registrant
J. Robert Ground(2) Director
Gerald Howard Gould(1) Director
Robert E. Messick(1) Director
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(1) Such directors do not own of record or beneficially shares of the voting
Common Stock of the Registrant.
(2) Mr. Ground owns of record and beneficially 216,334 shares of the
Registrant's outstanding voting Common Stock constituting 2.42% of shares
outstanding.
See Part I, Item 4, Security Ownership of Certain Beneficial Owners and
Management and Part I, Item 5, Directors and Executive Officers, Promoters and
Control Persons
Development of Whitehall Business
The business activities of the Registrant and Whitehall commenced in
1985 as a result of the efforts of Ronald Mustari, who is a member of the Board
of Directors and President and Chief Executive Officer of the Registrant. The
first corporate entity utilized by Mr. Mustari in such activities was Whitehall
Development Corporation. The Registrant estimates that the Whitehall Entities
have constructed approximately 1,400 residential dwelling units (principally
single family homes) in the Florida counties of Sarasota, Manatee, Charlotte
and Hillsborough, since 1985 through December 31, 1999. As used herein, the
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term "Whitehall Entities" means Whitehall and other affiliated entities which
have been consolidated with Whitehall as explained in the immediately following
paragraph.
During the time of such construction and marketing activity, Mr.
Mustari conducted the business of the Whitehall entities with another
principal, Donald Lichter of Sarasota, Florida. During the early part of 1999,
Mr. Mustari negotiated a purchase of such other principal's entire 35%
ownership interest in the various Whitehall Entities and such transaction was
consummated effective April 29, 1999 and involved a consideration of $319,000
(consisting of cash and promissory notes). Mr. Lichter is no longer active in
the business of the Registrant and Whitehall and there are no present business
relationships between Mr. Lichter and Mr. and Mrs. Mustari. As a result of the
consummation of such transaction, Mr. Mustari, with his wife Joanne Mustari,
acquired all of Mr. Lichter's interest in the Whitehall Entities identified in
Note 1 to the historical financial statements of Whitehall referenced in this
paragraph. With the exception of one entity, the acquisition transaction
between Mr. and Mrs. Mustari and Mr. Lichter resulted in 100% of the ownership
of such corporations being vested in Mr. and Mrs. Mustari. With respect to such
one entity (Whitehall Group, Inc.), 70% of such ownership interest was vested
in Mr. and Mrs. Mustari with the balance of 30% being owned by three other
persons who are not active in the business of Whitehall. Such persons are Neil
M. Malamud, Heidi A. Pepper and Lisa B. Cicero. Whitehall Group, Inc. was an
entity formed to partially facilitate the capital requirements of the
Registrant's project known as Avalon at the Villages of Palm Aire. Whitehall
Group, Inc. has no significance to the Registrant's past, present and future
results of operations or financial condition. Subsequent to the acquisition
transaction between Mr. and Mrs. Mustari and Mr. Lichter, all of such entities
described in this paragraph were consolidated with and into Whitehall. For
additional information, see the historical financial statements of Whitehall
included as Part F/S of this Registration Statement.
Subsequent to the purchase transaction between Mr. Lichter and Mr. and
Mrs. Mustari, the Registrant concluded the exchange transaction with Mr. and
Mrs. Mustari whereby Whitehall (which included the Whitehall Entities
consolidated with and into Whitehall) became the wholly-owned subsidiary of the
Registrant. In such transaction, Mr. and Mrs. Mustari were issued 4,608,268
shares of the Registrant's Common Stock, which Common Stock is restricted and
not free trading.
Development of the Registrant's Business and Present Activities
The Registrant maintains its corporate and administrative offices in a
facility owned by the Registrant which is located at 290 Cocoanut Avenue,
Sarasota, Florida 34236. The Registrant's telephone at such address is
941/954-1181 and the Registrant's FAX number is 941/954-3676. The Registrant's
web site is www.whitehallhomes.com.
Contemporaneous to the exchange transaction between the Registrant and
Mr. and Mrs. Mustari, the Registrant was domesticated under the Florida
Business Corporation Act
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and adopted its present corporate name, Whitehall Limited, Inc. Also, at such
time the Registrant effected the reverse split of its outstanding Common Stock,
whereby each three shares of the Registrant's Common Stock became one share.
All Common Stock share amounts set forth in this Registration Statement,
including the financial statements included herewith, reflect such reverse
stock split.
The Registrant, directly and through Whitehall, provides quality homes
with custom features at moderate prices and designed principally for the entry
level or "moving up" home buyers' market, as well as the retirement segment of
such market. Dwelling residences constructed and marketed by the Registrant
usually range in size from 1,200 to 3,500 square feet and have purchase prices
ranging from $120,000 to $400,000. The Registrant and Whitehall market the
residential dwelling unit inventories through commissioned employees and
independent real estate brokers in the Registrant's and Whitehall's market
area, which consists of the west coast of the State of Florida, primarily,
Sarasota, Manatee, Charlotte, Pasco and Hillsborough Counties. Residential
dwelling unit sales are usually conducted from sales offices located in
furnished models located in each subdivision where the Registrant and Whitehall
are active. The Registrant and Whitehall also typically will construct a
limited number of speculative homes in each residential subdivision in which
they are active in order to enhance marketing and sales activities.
At September 30, 1999, the Registrant and Whitehall had approximately
$1.57 million invested in land and development costs and approximately $1.4
million invested in homes under construction and furnished models.
Existing Projects. The Registrant, through Whitehall, is presently
engaged in residential real estate project development and the construction of
single family dwellings in four developments. These developments are the
Village at Beekman Place, Sarasota, Florida; the Estates at Beekman Place,
Sarasota, Florida; Governor's Green and Bermuda Club at Plantation Golf and
Country Club, Venice, Florida; Avalon at the Villages of Palm Aire, Sarasota,
Florida; Ibis/Heron Green Country Club and Pine Meadows/Heron Green Country
Club, North Port, Florida; Stillwater, Englewood, Florida; and Lake Jovita,
Tampa, Florida. All of the subdivisions where such development and construction
activity is being conducted contain appropriately zoned residential dwelling
unit building lots and construction permits are obtained prior to the
construction of a unit. The table set forth below presents summaries of
statistical data with respect to the identified real estate projects:
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<TABLE>
<CAPTION>
Number of
Number Estimated Number of Contractors
of Build- Average Dwelling in Devel- Estimated
ing Lots Selling Units Sold/ opment in Time of
Status of Avail- Price Per Number of Addition Develop-
Infrastructure able to Dwelling Units under to the ment
Identity of Development Development Registrant Unit Construction Registrant Build-Out
---------------------- -------------- ---------- --------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Avalon at the Villages Complete 114 $175,000 47/67 4 36 months
of Palm Aire
Beekman Place & Village Complete 148 165,000 146/2 2 Fall, 1999
Bermuda Club Complete 30 200,000 20/4 0 Fall, 2000
Governor's Green Complete 16 250,000 14/2 1 Spring, 2000
Ibis/Heron Creek Complete 112 152,000 4/16 0 39 months
Country Club
Pine Meadows/Heron Complete 60 250,000 2/8 3 30 months
Green Country Club
Lake Jovita Complete 58 185,000 2/10 0 30 months
Stillwater Complete 197 235,000 2/6 2 48 months
</TABLE>
Substantially all of the residential dwelling unit construction activities of
the Registrant and Whitehall are and will be conducted through utilization of
the services of experienced and reliable subcontractors who provide for
electrical, sewer, concrete slab, framing, roofing and similar matters. The
Registrant believes that there is an adequate supply of reliable and
experienced subcontractors available to the Registrant in the areas of its
construction activities and the Registrant believes that its relationships with
such subcontractors is good.
In its development and construction activities, the Registrant,
through Whitehall, endeavors to offer high quality homes with custom features
not usually found in dwelling units priced at the prices established by the
Registrant. Such units are designed principally for the entry level homeowner,
that market commonly referred to as the "move up" market and the retirement
segments of the community. Average dwelling unit sizes range from 1,200 to
3,500 square feet and range in price from $120,000 to $400,000. The plans for
the residential dwelling units constructed by the Registrant and Whitehall are
prepared by architects in order to maximize the aesthetic appeal of the units
to the buying public. In the construction process, while as indicated the
Registrant and Whitehall utilize the services of material and service
subcontractors, supervision is exercised by construction supervisors employed
directly by the Registrant.
The present development activity of the Registrant and Whitehall is
not being conducted pursuant to joint ventures or similar arrangements,
although such have been
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utilized in past activities of Whitehall. See Part I, Item 2, Management's
Discussion and Analysis of Plan of Operation.
Marketing. In such construction and residential dwelling unit
marketing activities, the Registrant and Whitehall continually monitor the
sales and margins achieved with respect to residential dwelling unit
construction costs, other related costs and the market price realized in the
sale of the unit to the purchaser. The Registrant generally offers five to ten
home designs in each of the developments in which it is active but is prepared
to provide to the interested home buyer additional building plans and further
options and variances from the standard plan. Additional customization of a
residential dwelling unit may also be provided by the Registrant and Whitehall
to the customer.
In its marketing activities, Whitehall attempts to maximize the affect
of its advertising expenditures by participating in promotional activities,
publications and newsletters sponsored by local real estate brokers, mortgage
companies, utility companies and trade associations and, in certain instances
where possible, by positioning its developments in locations that maximize the
exposure of the development to local traffic patterns. The Registrant and
Whitehall market the residential dwelling units through commissioned employees
and independent real estate brokers. Dwelling unit sales are typically
conducted from sales offices located in furnished model homes located within
each development. Registrant sales representatives and consultants assist
prospective home buyers by providing them with floor plans, price information,
tours of model homes and the selection of options and other custom features.
The management of the Registrant and Whitehall believe that their commissioned
employees are adequately trained in terms of their sales capability and it is
the policy of the Registrant and Whitehall to keep such persons informed as to
the availability of financing, construction schedules and future marketing and
advertising plans.
In addition to using model homes, Whitehall typically builds a limited
number of speculative homes in each development in order to enhance its
marketing and sales activities. Construction of these speculative homes is also
considered necessary to satisfy the requirement of relocated personnel and
independent brokers who often represent home buyers requiring a completed
residential dwelling unit within 60 days or less. A majority of such
speculative homes are, in fact, sold before construction is completed or are
sold immediately following completion. The Registrant and Whitehall attempt to
limit the number of speculative homes contained in each of their developments.
In its marketing activities, the Registrant and Whitehall recognize
the importance of the availability of residential dwelling unit financing and
accordingly work with a variety of mortgage lenders and mortgage brokers who,
on a regular basis, make available to home buyers a range of conventional
mortgage financing, as well as FHA and VA mortgage programs. By assisting in
the financing of their residential dwelling units, the Registrant and Whitehall
believe that they are better able to coordinate and expedite the consummation
of the sales transaction.
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Regulatory Factors. The development of residential real estate
projects and the construction of single family dwellings constitutes activity
which is subject to extensive regulation primarily by local governmental
authorities and agencies thereof, although Florida, on a statewide basis,
exercises significant regulation in terms of environmental concerns and other
matters. As a result of this extensive regulation, the Registrant and
Whitehall, as well as the subcontractors serving the Registrant and Whitehall,
are required to comply with various state and local laws and regulations,
including those relating to zoning, density requirements, the necessity of
obtaining building permits, matters relating to environmental considerations,
advertising, rules relating to the extension of credit and other subjects.
Regulatory factors also affect the specifications and quality of materials that
must be utilized on a minimum basis with respect to any constructed residential
dwelling unit, as well as the completion of the infrastructure required in any
development.
In the opinion of the management of the Registrant and Whitehall, the
business of the Registrant and Whitehall are currently being conducted in a
manner which is in compliance with all applicable Federal, state and local
regulations.
Property Acquisitions. The Registrant and Whitehall continually
inspect and determine the relative feasibility of real estate parcels for
future residential development projects and, accordingly, constantly inspect
available parcels of real estate in their operating area which is Sarasota,
Manatee, Charlotte and Hillsborough Counties, Florida. Real estate properties
possibly suitable for development will also be investigated which are not
located in such four county area. The Registrant and Whitehall have contracted
for the purchase of property in Collier County, Florida (Naples) and have
entered into a contract for the acquisition of development real estate in the
Mount Dora, Florida area. Mount Dora is near Orlando, Florida (Orange County,
Florida). The Registrant and Whitehall also have under contract for acquisition
a development tract of real estate located in Pine Island, Florida, which is in
Lee County. The Registrant and Whitehall are also presently inspecting a
property located in Lake County, Florida. Generally the Registrant and
Whitehall endeavor to acquire developed building lots after all zoning and
other governmental entitlements and approvals have been obtained. In effecting
purchases in this manner, the Registrant and Whitehall believe that they may
move into the particular market in a more rapid fashion from the time of land
acquisition, construction of the residential dwelling unit and the ultimate
sale thereof, thereby reducing the customary cycle experienced by most home
builders. The disadvantages perceived by management in acquiring property in
such fashion are the possible depressing effect on the profit margins of the
Registrant and Whitehall which may occur due to the increased acquisition price
which has as an element thereof the costs incurred and expended in obtaining
zoning and necessary permits. Profits margins may be favorably influenced by
such process, however, by permitting more certain building and construction
schedules with respect to residential units. In such acquisition activities,
the Registrant and Whitehall have and will continue to utilize lot options and
similar contracts to secure developed lots or to assure, upon option exercise,
an adequate inventory of such developed lots. Substantially all real estate
purchased by the Registrant and Whitehall will involve those properties which
have obtained all necessary permits and
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entitlements and complied with all regulatory factors, thereby permitting the
Registrant and Whitehall to immediately begin residential dwelling construction
activities.
Competition. The residential dwelling development and construction
industry is highly competitive throughout the United States and particularly in
the Registrant's geographic market area which is constituted by Southwest
Florida. In times of strong demand for residential building lots, entities such
as the Registrant are inclined to initiate a number of developments and the
construction of residential dwelling units at substantially the same time,
thereby potentially creating an oversupply of available residential dwelling
units. When demand for such residential dwelling units slackens, downward
pressure with respect to the pricing of inventory units usually occurs or the
acquisition on a pre-construction basis of residential dwelling units by home
buyers decreases significantly. Factors which will affect the relative
competitive position of the Registrant including, without limitation, its
project development activities, residential dwelling unit construction and the
marketing thereof, including the location of the Registrant's available
residential dwelling units and the project in which they are located, the
presence of competing entities in the Registrant's areas of operations and the
relative level of consumer acceptance of the Registrant's residential dwelling
units from an aesthetic, pricing and availability standpoint. The ultimate
pricing of the residential dwelling unit and the related lot will also be a
competitive factor. The Registrant believes that it is in competition with
development and construction entities which are vested with substantially
greater financial, managerial and other resources than those presently
available to the Registrant and Whitehall. The Registrant estimates that there
are approximately 12 major residential dwelling unit home contractors operating
in the area of Florida in which the Registrant and Whitehall operate. No
assurance can be given that the Registrant will effectively meet competition on
a continuing basis.
The Residential Home Building Industry
The residential home building industry which includes the development
of residential real estate projects has three primary components. These
components are land acquisition, land development and home construction and
sales. The Registrant and Whitehall believe that there is considerable overlap
among those who participate in one or more of the components of the industry.
Investors purchase undeveloped or under utilized real estate with a view to
realizing appreciation in value as a result of urban or suburban growth but
such investors usually do not engage in development activities. Developers and
residential dwelling contractors such as the Registrant and Whitehall typically
purchase real property which is usually unimproved and unplatted but is
appropriately zoned for development and such entities develop such property
into subdivisions containing platted, semi-finished or finished lots for sale
to home builders. In some instances, developers like the Registrant and
Whitehall also engage in residential home construction. The Registrant and
Whitehall both acquire properly zoned real estate for further development and
constructs residential dwellings thereon as well as engaging in the activity of
residential dwelling construction in
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residential real estate subdivisions containing lots which are fully developed
and ready for construction activity.
In the home construction and sales component of the industry, there are
four major activities which are the construction of custom homes, building
production homes, building townhomes, condominiums and apartments and
remodeling. The Registrant concentrates on its residential dwelling activities
in the construction of single family custom homes which are in the medium price
range. The Registrant's geographic area of operation is estimated to contain
approximately 12 major developers and residential dwelling unit contractors,
some of whom conduct nationwide operations and engage in the building of
production homes. The management of the Registrant believes that within the
Registrant's area of operations, the Registrant ranks among the top ten of such
developers. Management's estimate is based upon a publication known as The
Construction Guide which publishes on a monthly basis statistical data relating
to the number of residential unit "construction starts" occurring in any
particular month and which is cumulated on a year-to-date basis. It should be
noted, however, that the range of construction starts varies widely and a number
of home builders have monthly construction starts significantly in excess of
those attributable to the Registrant and Whitehall. For example, 47 construction
starts were attributed to Whitehall for the year ended December 31, 1999. Seven
residential dwelling unit contractors, however, reported construction starts in
excess of those attributable to Whitehall and such ranged from a low of 51
construction starts to a high of 243 construction starts.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
Overview and Background
As indicated in Item 1 of this Registration Statement, the Registrant
was formerly known as Cambridge Universal Corporation, which, during the time
that it utilized such corporate name, was an inactively traded public company
existing under Colorado law. Until the business combination described in Item 1
hereof, the Registrant conducted no business activity but engaged in activity
intended to identify a business activity and/or opportunity. As a result of the
business combination whereby the Registrant acquired all of the outstanding
common stock of Whitehall Homes II, Inc. ("Whitehall") which is now a
wholly-owned corporate subsidiary of the Registrant, the Registrant is engaged
in the business activity described in this Registration Statement. In
connection with such business combination, the Registrant changed its corporate
name to its present name, Whitehall Limited, Inc., and also became a
corporation domesticated under Florida law.
The business activities of Whitehall and the other entities identified
in this Registration Statement have been and are engaged in the residential and
dwelling construction business and related development activities. This
activity has been conducted since 1985. These activities have constituted the
sole activities of Whitehall, its affiliated
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predecessor entities and the Registrant. See the historical financial
statements of the Registrant and Whitehall contained in Part F/S.
The Registrant and Whitehall derive their revenues principally from
the following activities:
1. Homes and lot sales;
2. Management fees;
3. Real estate commissions; and
4. Income categorized as Other Income which has been principally
derived from management fees, rentals, sales of furniture
contained in models and deposit forfeitures.
The Registrant and Whitehall's operating expenses are principally
comprised of the following categories:
1. Costs of homes and lot sales;
2. Selling and general administrative expenses;
3. Office costs consisting of salaries and general expenses;
4. Real estate commissions paid; and
5. Interest.
The table presented below reflects the number of residential dwelling
units with residential lots sold by the Registrant for each of the preceding
fiscal years:
Fiscal Year Ended March 31,
1999 1998 1997
---- ---- ----
Number of Residential Dwelling Units and 52 47 78
Lots Sold
Included in Part F/S of this Registration Statement are the historical
financial statements of the Registrant at and for the years ended March 31,
1999 and 1998 and the historical financial statements of Whitehall at and for
the years ended December 31, 1998 and 1997, at and for the nine month period
ended December 31, 1999 (unaudited) and the
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three month periods ended March 31, 1999 and 1998 which have been examined by
the independent certified public accountants of the Registrant and Whitehall as
indicated in their report thereon.
The fiscal year of the Registrant is and has been March 31. The fiscal
year of Whitehall and the affiliated entities of Whitehall now combined with
Whitehall was December 31. Whitehall has now adopted March 31 as its fiscal
year in order that the Registrant may report its financial condition, results
of operations and other matters on a consolidated basis with Whitehall in
future financial statements.
The Registrant
At and for the fiscal years ended March 31, 1999 and 1998, the
Registrant reflected no assets, income or cash flows. At March 31, 1999 and
1998, the Registrant reflected a total accumulated deficit of $(190,448).
Whitehall
Included in Part F/S of this Registration Statement are the unaudited
financial statements of Whitehall reflecting its financial condition and
results of operations at and for the nine month period ended December 31, 1999
and 1998. Such unaudited financial statements are those contained in the Form
10-QSB Report as filed with the Commission by the Registrant for such nine
month period. As indicated, the business combination between the Registrant and
Whitehall was consummated in June 1999.
Nine Months Ended December 31, 1999 and 1998
For the nine month period ended December 31, 1999, Whitehall (as then
consolidated with the Registrant) reported aggregate total income of $6,438,243
which was comprised of sales of homes and lots ($5,886,908), management fees
($255,106), real estate commissions ($99,133), interest income (6,989), joint
venture income ($1,750) and other income ($188,357). Costs of homes and lots
sold was reported at $5,405,966, resulting in a net income before operating
expenses of $1,032,277.
The Registrant and Whitehall reported total operating expenses for the
nine month period ended December 31, 1999 of $1,454,249, which operating
expenses are comprised of selling and general expenses ($551,168), personnel
expenses ($405,734), office expenses ($283,752), real estate commissions
($103,417) and interest expenses ($110,178). Taking such operating expenses
into account, the Registrant and Whitehall, on a consolidated basis, reported a
net loss for the period of ($421,972) or ($0.0472) per share on the basis of
8,946,843 common shares being outstanding.
For the comparative nine month period ended December 31, 1998,
Whitehall (as then consolidated with the Registrant) reported aggregate total
income of $2,664,433 which
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was comprised of home and lot sales ($2,248,922), management fees ($177,253),
real estate commissions ($60,423), interest income ($7,633) and other income
($170,952). The Registrant experienced a negative income charge with respect to
joint venture activity of ($750). Cost of homes and lots sold was reported at
$1,535,277, resulting in a net income before operating expenses of $1,129,156.
For such nine month period ended December 31, 1998, the Registrant and
Whitehall reported total operating expenses of $1,205,253, which operating
expenses were comprised of selling and general expenses ($395,699), salaries
($438,634), general expenses ($145,674), real estate commissions ($112,825),
and interest expense ($112,321). Taking such operating expenses into account,
the Registrant and Whitehall, on a consolidated basis, reported a net loss for
the nine month period ended December 31, 1998 of ($75,997).
Results of Operations Comparing the Three Months Ended March 31, 1999 and
March 31, 1998
For the three month period ended March 31, 1999, total income realized
by Whitehall was $1,709,038 compared to $1,167,240 for the three month period
ended March 31, 1998, an increase of $541,798. Such increase is primarily
attributable to homes and lot sales which for the three month period ended
March 31, 1999 were $1,599,051 compared to $1,041,564 for the three month
period ended March 31, 1998, an increase of $557,487 or 54% over the three
month period ended March 31, 1998. The management of the Registrant and
Whitehall attribute such increase to the stronger demand for residential
dwelling units which has existed in the operating area of the Registrant and
Whitehall during substantially all of calendar 1999 and the existence of
adequate residential unit inventories held by Whitehall.
Total operating expenses were $484,258 for the three month period
ended March 31, 1999 compared to total operating expenses of $449,175 for the
three month period ended March 31, 1998, an increase of only $35,078. Expense
categories showing increases were selling and general expenses which were
reflected at $226,839 for the three months ended March 31, 1999 compared to
$180,890 for the three month period ended March 31, 1998, an increase of
$45,949. Personnel, office and interest expense also increased during the three
month period ended March 31, 1999 over those expense categories as reported for
the three month period ended March 31, 1998 as reflected below:
Three Month Three Month
Period Ended Period Ended Increase/
March 31, 1999 March 31, 1998 (Decrease)
-------------- -------------- ----------
Selling & general expense $226,839 $188,090 $ 45,949
Personnel 102,107 144,813 (42,706)
Office 73,773 55,411 18,362
Interest expense 59,881 32,897 26,984
13
<PAGE> 15
The only operating expense category which reflected a decrease was real estate
commissions which were reported at $21,653 for the three month period ended
March 31, 1999 compared to $35,164 for the three month period ended March 31,
1998, a decrease of $13,511.
Whitehall experienced a significant increase in the costs of homes and
lots which was reported at $1,238,536 for the three month period ended March
31, 1999 compared to $711,921 for the three month period ended March 31, 1998,
an increase of $526,615 (or 43%). Such increase resulted from the efforts of
the Registrant and Whitehall to establish sufficient residential dwelling unit
inventories and the creation of new developments. Such expenditures precede the
ability of the Registrant and Whitehall to realize revenues from such created
inventories.
For the three month period ended March 31, 1999, the Registrant and
Whitehall reported a net loss of ($13,751) or ($0.00153) per share compared to
a nominal net income of $6,144 for the same period in 1998. The management of
the Registrant and Whitehall attribute such loss to the increase in operating
expenses experienced by the Registrant and Whitehall for the three month period
ended March 31, 1999 $484,253 compared to $449,175 for the three month period
ended March 31, 1998. Such expense increases are in the categories described
above.
Results of Operations Comparing the Calendar Years Ended December 31, 1997
and 1998
For the calendar year ended December 31, 1998, total income realized
by Whitehall was $3,831,673 compared to $6,384,834 for the calendar year ended
December 31, 1997, a decrease in the most current year of $2,553,161. Such
decrease is largely accounted for by the decrease in homes and lot sales
experienced during such calendar years, such revenues being $3,290,486 for the
calendar year ended December 31, 1998 compared to $5,762,271 for the calendar
year ended December 31, 1997, a decrease in 1998 from the prior year of
$2,471,785. Such decrease in 1998 is attributed by the management of the
Registrant and Whitehall to insufficient residential unit inventories. As
indicated earlier in this Analysis, such demand conditions have significantly
improved during calendar 1999 and strong demand for residential dwelling units
and lots is also expected to continue through calendar 2000.
During the calendar year ended December 31, 1998 other revenue
categories were substantially consistent with the calendar year ended December
31, 1997 with the exception that Whitehall did not experience joint venture
income during 1998 . Whitehall did not experience joint venture income during
calendar 1999 and such is also the case with year 2000 through February 29,
2000. Other Income, however, during 1998 was reported at $208,638 compared to
$161,910 for the calendar year ended December 31, 1997, an increase in the most
current calendar year over the prior calendar year of $46,728.
Total operating expenses during the most calendar year ended December
31, 1998 were reported at $3,901,526 compared to $6,377,411 for the calendar
year ended December
14
<PAGE> 16
31, 1997, a decrease in 1998 over the previous calendar year of $2,475,885. The
principal reductions in net and total operating expenses for 1998 occurred in
the expense categories of costs of homes and lot sales ($2,247,198 for the
calendar year ended December 31, 1998 compared to $4,511,467 for the calendar
year ended December 31, 1997, a decrease of $94,781) which decrease results and
relates to the reduced home and lot sales for the calendar year ended December
31, 1998 which were reported at $3,290,486. For the calendar year ended
December 31, 1998, other operating expense categories correspondingly decreased
with the exception of Interest Expense which increased from $117,789 for the
calendar year ended December 31, 1997 to $145,218 for the calendar year ended
December 31, 1998, an increase of $27,429. Such increase in Interest Expense
during the most current calendar year results from the increase in loans and
notes payable which were reported at $2,326,936 at the conclusion of the
calendar year ended December 31, 1997 and $2,621,134 at the conclusion of the
most current fiscal year, an increase of $294,198. Such increase in
indebtedness from the prior calendar year has been utilized by the Registrant
and Whitehall to finance work in progress - homes and models which balance
sheet item was reported at $980,359 for the calendar year ended December 31,
1997 and at $1,956,207 for the calendar year ended December 31, 1998, an
increase of $975,848. Such increase in indebtedness was also utilized to
finance the increase in the operating deficit experienced by Whitehall during
the calendar year ended December 31, 1998 which was reported at ($69,853)
compared to a net income of $7,423 for the calendar year ended December 31,
1997.
Expenses categories also reflecting a decrease during the most current
fiscal year over the previous fiscal year are reflected in the table below:
Year Ended Year Ended
December December
Expense Category 31, 1997 31, 1998 Decrease
---------------- ---------- ---------- --------
Selling and General Expenses $671,370 $576,589 $ 94,781
Salaries 692,615 583,447 100,168
General Expenses 167,441 147,989 19,452
For the two fiscal years ended December 31, 1997 and 1998, margins
with respect to homes and lot sales and costs of homes and lot sales again
remained fairly constant, being 78% for the calendar year ended December 31,
1997 and 68% for the most current calendar year.
Liquidity, Capital Resources and Cash Flow
During the years covered by the financial statements included with
this Registration Statement in Part F/S, the Registrant and Whitehall depended
primarily on proceeds received from homes and lot sales and loans as their
sources of liquidity, capital resources and cash flow. During the fiscal year
ended December 31, 1997, the Registrant and
15
<PAGE> 17
Whitehall also received significant cash flow as a result of participation in
joint ventures in the amount of $159,358. Such joint ventures related to
Beekman Village and the Preserves at Palm Aire. Both of these joint ventures
have concluded. This compares with the negative effect of $406,592 on cash flow
for the calendar year ended December 31, 1998. This reported deficit cash flow
resulted primarily from residential unit inventories in the project known as
Avalon at the Villages of Palm Aire.
Sources of liquidity during the years and periods covered by the
financial statements included herewith, as indicated, also included funds
provided by land and development loans, construction loans, loans made by
stockholders and miscellaneous notes payable which have been incurred. The
table set forth below reflects the net increase (decrease) in cash which was
available at the conclusion of each period indicated.
<TABLE>
<CAPTION>
Nine
Months
Ended Three Months Twelve Month Periods
December Ended March 31, Ended December 31,
31, 1999 1998 1999 1998 1997
-------- ---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Net Increase (decrease) $269,016 ($127,412) ($17,009) $72,967 ($106,577)
in cash
</TABLE>
The Registrant and Whitehall anticipate that additional capital
resources and liquidity will be afforded by virtue of the successful conclusion
of a private placement of the equity securities of the Registrant anticipated
to occur during calendar 2000. No assurance can be given, however, that such
will be the case. The Registrant anticipates that the private placement will
involve its 8.75% Convertible Preferred Stock in anticipated proceeds amount of
$10 million at a per share offering price of $5. No assurance can be given that
the $10 million proceeds amount will be realized and the Registrant may receive
more limited proceeds from the private placement of such Preferred Stock, if
such is conducted. The net proceeds realized from such intended private
placement will be utilized primarily for the further development of existing
residential dwelling projects and construction of residential dwelling units
and in the acquisition of new residential development projects (approximately
$7 million) and to reduce indebtedness and as working capital. The Registrant
has not determined when such private placement will be initiated, but
anticipates that such will be initiated during the last six months of 2000.
Additionally, the Registrant and Whitehall have substantially
completed negotiations with certain lending banks located in Florida which are
expected to result in financing arrangements whereby an estimated aggregate
$8.7 million will be made available to the Registrant and Whitehall from
approximately six lending entities for use in the present projects of the
Registrant and Whitehall. Such financing arrangements will involve land loans
and construction loans and will be of a short and interim term nature.
16
<PAGE> 18
Year 2000 Matters
The Registrant and Whitehall do not expect adverse consequences as a
result of year 2000 concerns with respect to their own internal operations.
Disruption in the conduct of the business of the Registrant and Whitehall may
occur, however, as a result of system failure occurring in computer and
technology systems of entities with which the Registrant and Whitehall do
business, such as suppliers and other vendors. General year 2000 matters may
also affect operations from the standpoint of telephone service communications,
electrical power, exchange data services, accounting and other functions.
ITEM 3. DESCRIPTION OF PROPERTY
The principal properties of the Registrant, as consolidated with
Whitehall, are constituted by cash, investments, capitalized construction costs
including homes under construction and furnished models, property and
equipment, and miscellaneous other assets. As reflected in the unaudited
consolidated balance sheet of the Registrant at December 31, 1999, such
principal property items are as follows:
Present Value
for Financial
Reporting
Category of Asset Purposes
----------------- -------------
Cash $ 418,177
Land and Development Costs 2,377,905
Homes Under Construction and Furnished
Models 4,363,579
Office Land and Administrative Building(1) 866,241
Office Furniture and Fixtures(1) 57,253
Construction Equipment and Vehicles(1) 164,898
----------
(1) Before deduction of aggregate depreciation charges of $37,214.
With respect to such principal properties identified above, there exist at
September 30, 1999 various financing arrangements, the liens with respect to
which act as encumbrances to the asset categories reflected above. See the
Notes to the Financial Statements included in Part F/S of this Registration
Statement.
17
<PAGE> 19
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of March 31, 2000, there were outstanding 8,946,843 shares of the
Registrant's Common Stock. The table presented below reflects the record and
beneficial ownership of the directors and officers of the Registrant
individually and as a group and any other person known by the Registrant to be
the beneficial owner of more than 5% of the Registrant's outstanding Common
Stock as of March 31, 2000:
Amount and
Nature of
Name and Address Beneficial Percent
Title of Class of Beneficial Owner Owner of Class
-------------- ------------------- ---------- --------
Common Stock, $.10 par Ronald and Joanne Mustari, 4,608,268 51.51%
value Husband and Wife Shares Owned
888 Blvd. of the Arts of Record and
Sarasota, FL 34236 Beneficially
J. Robert Ground 216,334 2.42
Shares Owned
of Record and
Beneficially
Officers and Directors 4,824,602 53.93%
as a Group (two persons) Shares Owned
of Record and
Beneficially
Persons identified in the foregoing table do not have any right to
acquire beneficial ownership of additional shares of the Registrant's Common
Stock. As of the date of the preparation of this Registration Statement and to
the knowledge of the Registrant, no person or group of persons is known to be
vested with beneficial ownership of 5% or more of the Registrant's outstanding
Common Stock as of March 31, 2000, with the exception of the group consisting
of Andrews & Associates, Inc. ("Andrews") and the record and beneficial owners
of all of the outstanding voting securities of Andrews, who are brothers. As of
March 31, 2000, Andrews and such brothers own of record and beneficially the
number of shares of Common Stock of the Registrant as reflected below:
18
<PAGE> 20
Number
of Shares Percent
Record and Beneficial Holder Held of Class
---------------------------- --------- --------
Andrews & Associates, Inc. 218,241* 2.44%
Patrick J. Andrews 333,490 3.73
Gregory M. Andrews 333,490 3.73
Jerome S. Andrews 333,490 3.73
--------- -----
Totals 1,218,711 13.63%
* As adjusted for certain Shares privately sold or gifted.
The Registrant and Whitehall utilize the services of Andrews which
provides consulting and related services to entities engaged in residential
real estate development. Andrews is a Florida corporation, the outstanding
voting common stock of which is equally owned by Patrick J. Andrews, Gregory M.
Andrews and Jerome S. Andrews. The President and Chief Executive Officer of
Andrews is J. S. Andrews, who does not own of record or beneficially any of the
outstanding voting securities of Andrews but who is the father of Patrick J.,
Gregory M. and Jerome S. Andrews. During the period May 21 - June 24, 1999,
Gregory M. Andrews served as a director of the Registrant.
The agreement pursuant to which such consulting services are rendered
by Andrews to the Registrant and Whitehall is included with this Registration
Statement as an Exhibit. See Part III hereof.
As indicated in Item 1 hereof, pursuant to an agreement styled
Agreement Providing for Purchase of Capital Stock (the "Agreement") dated as of
February 18, 1999, Andrews acquired the right to acquire record ownership of
763,333 shares of the Common Stock of the Registrant as adjusted for subsequent
reverse stock splits (the "Shares"). The persons or entities from whom such
shares are being acquired, assuming Andrews fulfills its obligations under the
Agreement, are Howard P. Carroll, First Development Investment Corporation,
McFarland Consulting Services, Inc., Craig Graham and Allen Land and Cattle,
Inc. (the "Holders"), which persons and entities are and were at the time of
the transaction believed by Andrews to not be in a control relationship with
the Registrant and that the shares of Common Stock of the Registrant subject to
the Agreement were in the hands of such Holders non-restricted.
Under the Agreement, Andrews was and is obligated to pay an aggregate
consideration for such shares of $100,000, which consideration was paid in cash
and promissory notes. As of the date of this Registration Statement, Andrews
has remitted the amount of $43,750 with respect to the aggregate consideration
due the Holders and there remains a promissory note obligation of $50,000. Such
Shares received or entitled to be
19
<PAGE> 21
received are reflected in the record and beneficial ownership of shares of the
Common Stock of the Registrant attributable to Andrews as reflected above.
Shares which are subject to the Agreement but for which the consideration is
yet to be remitted are held pursuant to the provisions of an escrow agreement
administered by Holders' legal counsel. The voting power with respect to all of
such Shares which are the subject of the Agreement, including the escrowed
Shares, however, is vested in Andrews and Messrs. Patrick J., Gregory M. and
Jerome S. Andrews, unless Andrews defaults under the Agreement and the related
promissory notes, in which case Shares then held in escrow will revert to the
Holders.
If Andrews fully performs its obligations under the Agreement, Andrews
and Messrs. Patrick J. Gregory M. and Jerome S. Andrews will then own of record
and beneficially that number of shares of the Registrant's outstanding Common
Stock as reflected below:
Number
of Shares Percent
Record and Beneficial Holder Held of Class
---------------------------- --------- --------
Andrews & Associates, Inc. 341,486 3.82%
Patrick J. Andrews 456,736 5.10
Gregory M. Andrews 456,736 5.10
Jerome S. Andrews 456,736 5.10
--------- -----
Totals 1,711,694 19.12%
By virtue of the provisions of the Agreement, Andrews temporarily
exercised voting control over the Registrant by virtue of the delivery by the
Holders to Andrews at the time of the closing of the Agreement transactions
proxies representing voting control of the Registrant. Any such voting control,
however, was extinguished at the time of the consummation of the exchange
transaction between the Registrant and Ronald and Joanne Mustari and voting
control of the Registrant is vested in Mr. and Mrs. Mustari and such has been
the case since June 24, 1999. Additionally, such proxies delivered upon
Agreement consummation are believed to have expired pursuant to the provisions
of Colorado law and Florida law.
The Registrant has been advised that Andrews and such persons do not
intend to vote in concert. Gregory M. Andrews served as a director of the
Registrant during the period May 21 - June 24, 1999. See Part II, Item 4,
Recent Sales of Unregistered Securities.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The business activities of the Registrant and Whitehall are governed
and supervised by the Board of Directors of the Registrant which, in turn, also
acts as the Board of
20
<PAGE> 22
Directors of Whitehall. The day-to-day operations of the Registrant are carried
out by the executive officers of the Registrant and other managerial personnel.
As indicated earlier herein, Whitehall is engaged in the development of
residential real estate projects and construction of residential dwelling units
and the marketing thereof since approximately 1985 through subsidiary and
affiliated entities.
The directors and officers of the Registrant are as follows:
Name and Age of Director and/or Officer Positions Held with the Registrant
--------------------------------------- ----------------------------------
Harry Van Der Noord, age 58 Chairman of the Board of
Directors, Director
Ronald Mustari, age 58 Director, President and Chief
Executive Officer
J. Robert Ground, age 66 Director and Secretary
Joanne Mustari, age 53 Treasurer and Chief Financial
Officer
Gerald Howard Gould, age 75 Director
Robert E. Messick, Esq., age 48 Director
Ronald and Joanne Mustari are husband and wife and should be considered as
control persons. All director terms expire in June 2000.
Information Concerning Directors and Officers
HARRY VAN DER NOORD resides in Bradenton, Florida and has engaged in
various aspects of real estate development and investment since 1968. In such
activities, Mr. Van Der Noord has constructed and operated approximately 350
rental units. Mr. Van Der Noord has also engaged in the development of mobile
home communities and has owned or owns mobile home communities in Lansing,
Peoria and Decatur, Illinois and in Hebron, Chesterton and Lafayette, Indiana,
as well as Jacksonville, Cocoa Beach and Tallahassee, Florida. Subsequent to
moving to Bradenton, Florida in 1985, Mr. Van Der Noord expanded his business
activities to include marinas located at Palmetto, Florida and in the Charlotte
Harbor, Florida area. Such marinas include Regatta Pointe and Stump Pass
Marina. Since July 1997 Mr. Van Der Noord has served as Chairman of The America
Companies which is a subsidiary of America Holdings Corporation. Such entities
engage in the management of real estate sales and rentals, real estate
development and construction
21
<PAGE> 23
management and manufactured goods design, engineering, manufacturing, sales and
marketing.
RONALD MUSTARI began his career in the construction industry in 1962
as a construction administrator for Liberty Builders, a large home remodeling
contractor located in the Chicago, Illinois area. At the time of his departure
from such company in 1968, Mr. Mustari held the position of General Manager of
Liberty Builders. In 1968 Mr. Mustari formed his own company, Trend Homes, a
home builder constructing medium priced residential dwelling units in Elmhurst,
Villa Park and Lombard, Illinois. Mr. Mustari sold Trend Homes in 1972 and
relocated to South Carolina where he formed Colonial Builders which engaged in
the construction of new residential dwelling units suitable for low income
families who receive financial aid in the purchase of residences from the
United States government. Colonial Homes constructed over 1,000 residential
dwelling units under these government programs. In 1976 Mr. Mustari returned to
Chicago, Illinois where he formed Trend Properties, which specialized in the
conversion of apartment buildings to condominium form, as well as the
renovation of older residential properties. Since moving to Florida in 1985,
Mr. Mustari has been active as the Chief Executive Officer or Managing Partner
of the various Whitehall entities.
J. ROBERT GROUND resides in Phoenix, Arizona. Mr. Ground is a founding
partner of Dillin, Ground and Associates, an advertising and public relations
firm which handled and handles a number of national accounts. Mr. Ground was
associated with Dillin, Ground and Associates during the period 1958-1960.
Dillin, Ground and Associates is located in Lake Wales, Florida. During the
period 1960-1969, Mr. Ground served as Director of Advertising for Lehigh Acres
Development Corporation, Lehigh, Florida. Mr. Ground is a founder of
Consolidated Agri-chemicals, Inc. which became a significant producer of
certain home and garden plant foods and hydroponic nutrients. Mr. Ground was
associated with Consolidated Agri-chemicals, Inc. during the period 1970-1980.
Mr. Ground was also a founder of National Battery Corporation, an automobile
battery manufacturing company which developed and patented a system for
inexpensively producing high quality lead acid batteries. Mr. Ground was
associated with National Battery Corporation during the period 1980-1996. Since
1996, Mr. Ground has served as an Associate Editor for Cambridge Books, a
publishing concern. Mr. Ground holds a Ph.D. in Literature awarded by
Brantridge University, Sussex, England.
JOANNE MUSTARI is the wife of Ronald Mustari and is active in the
business of the Registrant and Whitehall. Prior to joining Whitehall, Mrs.
Mustari was an internal auditor with IBM Corporation for 18 years.
GERALD HOWARD GOULD resides in South Miami, Florida and has engaged in
real estate development and related activities for approximately 40 years.
Since 1977 to the present time, Mr. Gould has served as President of Gerald H.
Gould and Associates, a real estate consulting firm and real estate broker.
During the period 1971 to 1976, Mr. Gould served as President of W-G
Development Corporation, a real estate development firm based in
22
<PAGE> 24
Tampa, Florida. During the period 1954 to 1972, Mr. Gould was associated with
Lehigh Development Corporation, a firm engaged in development activities on the
West Coast of Florida (St. Petersburg and Sarasota, Florida). During the period
1954 to 1971, Mr. Gould served as President of Lehigh Development Corporation
and during the period 1971 to 1972, as Chairman of the Board of Directors of
such enterprise.
ROBERT E. MESSICK, ESQ. is a practicing attorney in Sarasota, Florida
and is presently a senior partner and shareholder of Icard Merrill Cullis Timm
Furen & Ginsburg, P.A. Mr. Messick has been associated with such firm since
October 1980. Mr. Messick's practice emphasis is real estate law, banking and
commercial transactional law, as well as a specialized litigation practice in
creditor bankruptcy rights as they relate to real estate interests. Mr. Messick
holds a Bachelor of Arts degree (with honors) awarded in 1975 and a Juris
Doctor degree (with honors) from the College of Law, University of Florida.
Key Employees of the Registrant and Whitehall
JOSEPH PUFTA, age 45, has been employed by the Registrant and
Whitehall for the last approximate six years and serves presently as General
Superintendent for all new home construction. Presently Mr. Pufta supervises
eight persons relating to the home construction and development activities of
the Registrant and Whitehall. Prior to becoming associated with the Registrant
and Whitehall, Mr. Pufta spent approximately eight years as the Project Manager
for one of the largest commercial construction companies in the United States
providing employment services to such entity in Georgia, South Carolina and
Florida. Mr. Pufta also has approximately five years experience as a custom
home builder and as a framing contractor.
DANIEL LUCAS, age 40, has been employed by the Registrant and
Whitehall for the past approximate six years as a new home sales
representative, project sales manager and is currently serving in the capacity
as Director of New Home Sales. In such present capacity, Mr. Lucas is
responsible for sales, marketing, planning and marketing and sales budgeting
for all of the developments of the Registrant and Whitehall and in such
capacity hires, trains and supervises the sales staff utilized by the
Registrant and Whitehall in their various developments. Mr. Lucas also provides
recommendations to the Registrant and Whitehall with respect to residential
unit redesign (with a view to enhancing buyer acceptance) and is responsible
for new home quality control as well as the sponsorship of homeowner
association matters.
Key Consulting Arrangements
The Registrant and Whitehall have utilized the consulting services of
Andrews & Associates, Inc., a Sarasota, Florida based consulting entity
("Andrews"). Such services have been utilized by the Registrant and Whitehall
for approximately two years. Such consulting services provided by Andrews
relate to the development of a comprehensive business plan which is intended to
govern the expansion and growth of the Registrant and Whitehall which
23
<PAGE> 25
is intended to culminate a market position where the Registrant and Whitehall
will develop and endeavor to market approximately 400 new residential units
during each calendar year. Andrews, in the providing of its consulting
services, has been vested with the responsibility of managing sales and
marketing, land acquisitions, land development and the procurement of
appropriate financing arrangements whereby additional capital is provided to
the Registrant and Whitehall. The personnel of Andrews work directly with
Ronald Mustari, the President and Chief Executive Officer of the Registrant and
Whitehall.
The consulting services are provided pursuant to a Consulting
Agreement existing between Ronald Mustari, a director, President and Chief
Executive Officer of the Registrant, and Andrews. Such Consulting Agreement has
been adopted by the Registrant pursuant to a First Addendum to the Agreement.
The Consulting Agreement is dated February 15, 1999 as is the First Addendum.
As a result of the business combination between the Registrant and the
Whitehall Entities, the consulting arrangements between the Registrant and
Andrews will continue for a period of five years commencing from June 1, 1999
with an option to renew such arrangements for an additional three years being
vested in Andrews. For such consulting services, Andrews will be compensated by
consulting fees in the amount of $115,000 annually payable in monthly
installments and by the issuance to Andrews of 333,333 shares of the
Registrant's Common Stock. If so determined by Andrews, J. S. Andrews may be
appointed Executive Vice President of the Registrant and shall serve pursuant
to a written employment agreement which shall continue the consulting
compensation in the amount of $115,000 annually as executive compensation to J.
S. Andrews under the employment agreement. The employment agreement, if entered
into, will also provide a monthly car allowance of $500 and such other employee
benefits available through the Registrant to its executive officers, including
health insurance and participation in any bonus compensation or other benefit
plans, stock option plans or profit sharing plans.
See Part I, Item 4, Security Ownership of Certain Beneficial Owners
and Management and Part II, item 4, Recent Sales of Unregistered Securities.
ITEM 6. EXECUTIVE COMPENSATION.
For the 12 month period ended December 31, 1998, no executive officer
or other person received compensation from the Registrant in any amount.
The table presented below provides information relating to the amount
of compensation (of all types and from all sources) to be paid to the President
and Chief Executive Officer of the Registrant by the Registrant or by
Whitehall. Other than Ronald Mustari, no director, officer or other person
employed by the Company and/or Whitehall will receive during the 12 month
period ending December 31, 2000 compensation of any type from any source in
excess of $100,000.
24
<PAGE> 26
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Name Annual Restricted Under- All Other
and Compen- Stock lying LTIP Compen-
Principal sation Award(s) Options/ Payouts sation
Position Year Salary($) Bonus($) ($) ($) SARs(#) ($) ($)
-------- ---- --------- -------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald Mustari, President twelve $144,000 (1) (2)
and Chief Executive Officer months
ending
December
31, 2000
</TABLE>
--------------
(1) Mr. Mustari may be paid bonuses depending upon the performance and results
of operations of the Registrant and Whitehall during the 12 month period
ended December 31, 1999 if so determined by the Board of Directors of the
Registrant (with Mr. Mustari abstaining from any vote with respect to
bonus compensation or other additional compensation.
(2) Mr. Mustari receives health insurance benefits paid for by the Registrant
and Whitehall having a value of approximately $5,000 a year, as well as an
automobile allowance of $600 per month and reimbursement for all other
expenses incurred by him in the carrying out of the business operations of
the Registrant and Whitehall. At the present time, those are the only
benefits available to Mr. Mustari by the Registrant and Whitehall.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
NOT APPLICABLE
ITEM 8. DESCRIPTION OF SECURITIES.
The Articles of Incorporation of the Registrant, as filed with the
Department of State, State of Florida, and under which the Registrant became a
Florida domesticated corporation subject to the Florida Business Corporation
Act, authorize an aggregate six hundred million (600,000,000) shares of capital
stock divided into two classes. Five hundred million (500,000,000) shares of
such 600,000,000 shares are allocated to Common Stock having a par value of
$.10 per share (the "Shares") and the remaining one hundred million
(100,000,000) shares have been designated as Preferred Stock issuable in series
and also having a par value of $.10 per share.
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Common Stock
As of March 31, 2000, there are outstanding 8,946,843 Shares of Common
Stock. There are no Shares reserved for issuance pursuant to options, warrants,
rights or as a result of the conversion of convertible securities. As of March
1, 2000, there were no outstanding options, warrants, rights or convertible
securities of the Registrant calling for the issuance of any Shares.
Each holder of Shares is entitled to one vote for each Share owned of
record. The holders of Common Stock do not and will not possess cumulative
voting rights which means that the holders of more than 50% of the outstanding
shares of Common Stock voting for the election of directors can elect all of
the directors and in such event, the holders of the remaining shares of Common
Stock will be unable to elect any of the Registrant's directors. Action may be
taken without a meeting of shareholders if a written consent setting forth the
action taken is signed by the holders of not less than the minimum number of
shares of Common Stock necessary to authorize such action at a meeting where
all shares of Common Stock entitled to vote were present and, in fact, voted.
Under Florida law, notice must be given to holders of shares of Common Stock
who did not so consent to the action taken by the holders of a majority of
shares of Common Stock within ten days after obtaining such authorization to
the action in question by written consent. The Registration Statement, as
amended, has become effective under the '34 Act and as a result, the Registrant
is subject to the proxy solicitation rules of the Commission. As a result, any
action to be taken by a majority of the common shareholders of the Registrant
without a meeting of the shareholders requires that a Notice and Information
Statement be given to all holders of Common Stock within a specified number of
days prior to the taking of such written action.
Subject to any of the rights of the holders of outstanding Preferred
Stock of the Registrant, holders of outstanding Shares are entitled to receive
dividends out of Registrant assets legally available therefor at such times and
in such amounts as the Board of Directors may from time to time determine. It
is the Registrant's present policy to reinvest substantially all of any
earnings in its business. Accordingly, cash dividends are not anticipated to be
paid on outstanding Shares, at least in the near future time and may not be
paid with respect to any fiscal year.
Upon the liquidation, dissolution or winding up of the Registrant, the
assets legally available for distribution to the shareholders will be
distributable ratably among the holders
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of Shares outstanding at that time, subject to any preferential rights of the
holders of the Registrant's then outstanding Preferred Stock, if any. Holders
of Shares have no pre-emptive, conversion or subscription rights and Shares are
not subject to redemption. All outstanding shares of Common Stock are and will
be fully paid and non-assessable. .
Preferred Stock Issuable in Series
The Articles of Incorporation of the Registrant permit the Board of
Directors to authorize and issue various series of Preferred Stock on behalf of
the Registrant without shareholder approval or vote. Shareholder vote is
required in certain instances, however, where more than one series is proposed
to be outstanding and a series of Preferred Stock proposed by the Board of
Directors to be issued contains provisions and rights superior to those
provisions and rights attributable to the then presently outstanding series of
Preferred Stock.
Each series of Preferred Stock must incorporate the same rights and
provisions relating to dividends, voting rights, rights upon liquidation of the
Registrant, conversion into other securities of the Registrant and other
matters.
The Board of Directors of the Registrant has only authorized the
issuance and sale of a series of Preferred Stock designated as the Registrant's
8.75% Convertible Preferred Stock, $.10 par value, 2,000,000 Shares of which
are intended to be privately offered and sold by the Registrant during the
period June - December, 2000. No shares of the 8.75% Convertible Preferred
Stock of the Registrant have been sold, however. The 8.75% Convertible
Preferred Stock, $.10 par value, of the Registrant is subsequently referred to
in this Registration Statement as the "8.75% Convertible Preferred".
The holders of the 8.75% Convertible Preferred will not be entitled to
voting rights except as required by the Florida Business Corporation Act and
will not have preferential rights in the event of the liquidation of the
Registrant. The 8.75% Convertible Preferred, when and if issued, will
constitute the only class of Preferred Stock of the Registrant outstanding
although the Board of Directors may authorize additional series of Preferred
Stock in connection with the conduct of the business of the Registrant and to
facilitate any future property acquisition activity. Each outstanding share of
8.75% Convertible Preferred will be entitled to receive a dividend with respect
to each fiscal year of the Registrant, which is March 31 of each year. Such
dividend entitlement provides that the holder of each share of 8.75%
Convertible Preferred shall receive a cash dividend in the amount of $.44 per
share of 8.75% Convertible Preferred or, at the option of the Registrant, such
dividend entitlement may be paid in shares of Common Stock of the Registrant
and in such event, each share of Common Stock of the Registrant utilized for
such dividend entitlement shall be attributed a value of $1.67 per Share.
Fractional shares of Common Stock will be issued with respect to such dividend.
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For a period of 60 months from date of issuance (if issuance occurs),
each share of 8.75 % Convertible Preferred in the hands of the holders thereof
may be converted into shares of Common Stock of the Registrant at the
conversion ratio of three shares of Common Stock of the Registrant for each
share of 8.75% Convertible Preferred converted. Such conversion will include
fractional shares of Common Stock rounded up to the next whole share of Common
Stock. Commencing the 61st month from date of issue through the 84th month from
date of issue, each share of 8.75% Convertible Preferred may be converted into
two shares of Common Stock. On the first day of the 85th month from date of
issue and for any period thereafter, shares of 8.75% Convertible Preferred
outstanding and unconverted may be mandatorily converted at the option of the
Registrant into a like number of shares of Common Stock. Accordingly, if all
2,000,000 shares of 8.75% Convertible Preferred intended to be privately
offered are, in fact, sold, such shares of 8.75% Convertible Preferred may be
converted into 6,000,000 shares of Common Stock if share conversion occurs
within the initial 60 month period. Anti-dilution provisions will be
incorporated in the terms of issuance of the Shares which will provide for
adjustment in the number of shares of Common Stock issued upon conversion in
the event of stock reclassifications, dividends or other events which relate to
an issuance of Common Stock for a consideration other than cash or property.
The number of shares of Common Stock of the Registrant issued upon conversion
will take into account and will include any fractional shares of Common Stock
which have been utilized by the Registrant to meet the annual dividend
entitlement attributable to the shares of 8.75% Convertible Preferred. This
means that the number of shares of Common Stock issued upon conversion of
shares of 8.75% Convertible Preferred by any holder may be reduced by the
number of fractional shares of Common Stock received by such holder as a result
of the payment of the dividend entitlement utilizing Common Stock.
Upon issuance of any of the shares of 8.75% Convertible Preferred as a
result of the private and limited sale thereof of which there can be no
assurance), each holder will also receive for each share of 8.75% Convertible
Preferred purchased a Common Stock Purchase Warrant providing for the purchase
of one share of Common Stock of the Registrant at an exercise price of $2 (the
"Class A Warrant") and a second Common Stock Purchase Warrant providing, upon
exercise thereof, for the acquisition of one share of Common Stock of the
Registrant at an exercise price of $2.50 per share (the "Class B Warrant"). The
exercise period for the Class A Warrants will be the 24 month period following
Warrant issuance. Such exercise period may be extended by the Registrant. The
exercise period for the Class B Warrants will be the 36 months from Warrant
issuance. For a period of 90 days from the date of Class A and B Warrant
issuance, the Class A and B Warrants may be called by the Registrant, in whole
or in part, by providing notice of such call and by paying a call fee of $.10
per Class A or Class B Warrant called. Upon receipt of such notice of call, the
affected Class A or B Warrant holder will have a period of 30 days in which to
exercise, in whole or in part, the called Warrants.
The foregoing description of such 8.75% Convertible Preferred reflects
the intended terms of issuance thereof, as such has been established by the
Board of Directors.
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Such is subject to change prior to the commencement of the intended private
offering of such 8.75% Convertible Preferred. No assurance can be given that
the Registrant will be successful to any degree in its attempt to privately
offer and sell such 8.75% Convertible Preferred or any other securities of the
Registrant. This Registration Statement does not constitute an offering or
informational document relating to such intended private offer and sale of such
8.75% Convertible Preferred. Other than determining the terms and
characteristics of such 8.75% Convertible Preferred, the Registrant has not
made any arrangements or developed a plan of distribution relating to the
private offer and sale thereof.
If the intended private offering of the Registrant's 8.75% Convertible
Preferred is completed in its entirety (as presently structured), such will not
affect the voting control of the Registrant. Voting control of the Registrant
will continue to be vested in Ronald and Joanne Mustari. The issuance of the
8.75% Convertible Preferred, if such occurs, will not in any fashion alter the
existence of voting control in Mr. and Mrs. Mustari.
The Articles of Incorporation of the Registrant, as amended to date,
and the present bylaws of the Registrant do not contain provisions which would
delay, defer or prevent a change in control of the Registrant. While the
Florida Business Corporation Act provides change of control provisions and
super voting requirements, such provisions of the statute must be affirmatively
adopted by a corporate entity, such as the Registrant, in its Articles of
Incorporation.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The management of the Registrant believes that the market for the
Registrant's outstanding, unrestricted Common Stock has been centered in
Denver, Colorado and has been extremely sporadic with few buy-sell transactions
occurring over the past approximate five years. Management believes that there
is not an active trading market for its Common Stock and there is not available
to the Registrant information with respect to the high and low sales prices for
any calendar quarter during the five year period ended December 31, 1998 and
through September 30, 1999. The Registrant estimates that its outstanding
Common Stock is beneficially held by approximately 388 record holders.
Any market transactions involving the Common Stock of the Registrant
are expected to occur in the over-the-counter market (the NASDAQ Bulletin
Board). While the Registrant intends to seek a listing of its Common Stock
pursuant to the listing requirements of NASDAQ Small Cap, no assurance can be
given that such will occur during the future time. Accordingly, the
Registrant's Common Stock may be classified as a designated security pursuant
to the Rules of the United States Securities and Exchange Commission.
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A designated security is sometimes referred to as a "penny stock". If such
occurs, broker-dealers effecting transactions in the Registrant's Common Stock
will be subject to the requirements of Commission Rules 15g-1 through 15g-9
which have been adopted under the Securities Exchange Act of 1934, as amended
(the "'34 Act"). Such Rules require that any broker-dealer effecting
transactions in a penny stock accomplish and satisfy special sales practices
which include a requirement that such broker-dealers make a written suitability
determination with respect to each anticipated purchaser of a penny stock and
that such broker-dealer receive the written consent of such purchaser prior to
the occurrence of the purchase transaction. Additionally, provisions of the '34
act applicable to transactions involving "penny stocks" also require that a
broker-dealer participating in any such transactions deliver a risk disclosure
document, which document contains risks attributable to all transactions in the
ownership of penny stocks. Such risk disclosure document must be delivered by
the participating broker-dealer prior to any transaction involving a penny
stock. Participating broker-dealers must also provide the penny stock customer
with current bid and offer quotations for the penny stock which is the subject
of the anticipated transaction, the compensation to be realized by the
broker-dealer and its associated persons as a result of the consummation of
such transactions and the monthly statements provided to the penny stock
purchaser must reflect the current market value of each penny stock held in the
penny stock customer's account maintained with such broker-dealer.
The additional burdens imposed upon broker-dealers by such
requirements relating to penny stocks could, most likely discourage
broker-dealers from effecting transactions in the Registrant's Common Stock and
such may severely limit and restrict any market liquidity attributable to the
Registrant's Common Stock and the ability of purchasers thereof to sell same in
any market.
Generally, a penny stock is any stock which has a price of under $5
per share and is issued by an issuer which does not meet certain net tangible
asset requirements pursuant to Rules adopted by the Commission which provide
that the issuer (a) be in continuous operation for at least three years and
have net tangible assets in excess of $2 million, (b) have been in continuous
operation for less than three years but have net tangible assets in excess of
$5 million, or (c) have average revenue of at least $6 million for the last
three years. Net tangible assets or revenues must be demonstrated by such
issuer by virtue of financial statements dated no less than 15 months prior to
the date of a related transaction. As of December 31, 1999, the Registrant did
not meet such net tangible asset or revenue requirements.
ITEM 2. LEGAL PROCEEDINGS.
The Registrant and Whitehall are not involved in any material legal
proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
NOT APPLICABLE.
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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
As disclosed in Item 1 of this Registration Statement, the Registrant
exchanged 4,608,268 shares of its Common Stock for all of the outstanding
Common Stock of Whitehall. Such 4,608,268 shares of Common Stock was issued to
Mr. and Mrs. Ronald Mustari and such Shares have not been registered under the
Securities Act of 1933, as amended. Additionally the shares in the hands of Mr.
and Mrs. Mustari may be considered control shares since Mr. and Mrs. Mustari
may be viewed as control persons from the standpoint of the Federal securities
laws. See Item 1, Description of Business, for additional information with
respect to persons deemed in control of the Registrant.
With respect to the foregoing-described transaction, an exemption from
the registration requirement of the Securities Act of 1933, as amended is
believed available to the Registrant pursuant to the provisions of Section 4(2)
thereof and Regulation D promulgated thereunder, in that such transaction
constituted an issuer transaction and did not involve a public offering. The
value per Share attributable to this issuance transaction is the par value of
such Shares ($.10).
By virtue of Board of Director action taken May 21, 1999 by the Board
of Directors of the Registrant, 1,000,000 shares of the Registrant's Common
Stock issued to Andrews & Associates, Inc., which is beneficially held in equal
amounts of 250,000 shares by Andrews and the shareholders thereof, Patrick J.,
Gregory M. and Jerome S. Andrews, who each hold 250,000 Shares. Messrs. Patrick
J. Gregory M. and Jerome S. Andrews are brothers. Such 1,000,000 Shares were
issued in partial payment of consulting fees due under the Consulting Agreement
existing between the Registrant and Andrews and in lieu of cash payments.
Andrews and Messrs. Patrick J., Gregory M. and Jerome S. Andrews, are
the record and beneficial owners of additional shares of the Common Stock of
the Registrant and have voting power respect to such additional shares, as is
described in Part I, Item 4, Security Ownership of Certain Beneficial Owners
and Management.
The Board of Directors also authorized the issuance of 100,000 Shares
to Charles Broun, an employee and consultant to Whitehall and the Registrant;
150,000 Shares to Seymour Cassell, a consultant to Whitehall and the
Registrant; and 100,000 Shares to L. Robert Ground, who then served and
presently serves as a member of the Board of Directors of the Registrant and as
a consultant to the Registrant. Such Shares were in payment of such services
and in lieu of cash.
Pursuant to Board of Director action taken June 25, 1999, an aggregate
537,109 shares of the Registrant's Common Stock were issued to the following
persons:
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Gina Golich 200,000 shares
Donna Hill 100,000 shares
J. R. Mustari 100,000 shares
Joanne Marsell 137,109 shares
All of such identified issuees are the adult children or grandchildren of
Ronald and Joanne Mustari. The per Share value attributed to such issuance
transactions is the part value thereof ($.10 per Share). Such adult children
and grandchildren of Ronald and Joanne Mustari did not remit any consideration
to the Registrant for such Share issuance. Such issuance occurred at the
request of Mr. and Mrs. Mustari and was viewed as a portion of their
entitlement to Shares from the Registrant for various services rendered by them
or in connection with the exchange transaction between the Registrant and
Whitehall earlier described in this Registration Statement.
With respect to such issuance transactions, an exemption from
registration is believed to be available pursuant to the provisions of Section
4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder in that such transaction constituted an issuer transaction and did
not involve a public offering. Such Shares issued in the transactions described
above, however, constituted Restricted Securities under the Act and Commission
Rule 144. Such issuance transactions were made at a time when the consummation
of the exchange transaction between the Registrant and Mr. and Mrs. Mustari was
scheduled for closing.
On July 1, 1999, the Board of Directors of the Registrant approved for
issuance shares of the Registrant's Common Stock to three categories of
issuees: 13 employees of the Registrant and Whitehall; 63 issuees who have
acted as service or material providers to the Registrant and/or Whitehall
(subcontractors); and 154 issuees who have purchased residential dwelling units
from the Registrant, Whitehall and the predecessor and affiliated entities of
Whitehall now combined with Whitehall and the Registrant. With respect to such
categories of issuees, an aggregate 57,500 shares of the Registrant's Common
Stock were issued to employees of the Registrant and Whitehall, 13,000 shares
of the Registrant's Common Stock were issued to subcontractors of the
Registrant and Whitehall; and 50,400 shares of the Registrant's Common Stock
were issued to those issuees classified as homeowners. In connection with such
issuance, no consideration was paid to the Registrant by any of the issuees in
connection with the issuance and receipt by such issuees of such shares. The
per Share value attributed to such issuance transaction is the par value
thereof ($.10 per Share). At a time contemporaneous to such issuance to the
three classes of issuees identified above, the Registrant was advised that such
issued Shares as held by the employees and subcontractors of the Registrant
would constitute Restricted Securities subject to applicable holding periods as
imposed by Commission Rule 144 and that the Shares issued to the issuee
category of home owners would be unrestricted in the light of the position
taken by the staff of the Commission in Shaklee Corp., August 6, 1977. In
Shaklee Corp., the staff of the Commission expressed its opinion that the small
number of shares involved in the circumstances attendant to Shaklee Corp.,
among other consider-
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ations, reduced the likelihood of violations of the registration provisions of
the Act. The Registrant felt that such was and is the case with respect to the
issuance of 50,400 Shares to the home owner category of issuees.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 607.0850, Florida Statutes, as amended (the Florida Business
Corporation Act or the "Act") permits a corporation formed and existing under
such Act to have the power to indemnify any party who was or is a party to any
proceeding by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability
incurred in connection with such proceeding, including any appeal thereof. Such
power to indemnify is conditioned upon such indemnitee having acted in a good
faith manner and in a manner that such indemnitee reasonably believed to be in
or not opposed to the best interests of the
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corporation and with respect to any criminal action or proceeding, the
indemnitee had no reasonable cause to believe that the indemnitee's conduct was
unlawful.
The Act imposes certain conditions and requirements with respect to
the providing of such indemnification.
Article VIII of the Bylaws of the Registrant presently in force
provides as follows:
ARTICLE VIII. INDEMNIFICATION
The following shall be the indemnification policy of the Corporation:
(a) The Corporation shall have power to indemnify any person who
was or is a party to any proceeding (other than an action by, or in
the right of, the Corporation) by reason of the fact that he is or was
a director, officer, employee, or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he
acted in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, or conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create
a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the
best interests of the Corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) The Corporation shall have power to indemnify any person who
was or is a party to any proceeding, by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the Corporation as
a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses and amounts paid in settlement not exceeding, in the judgment
of the Board of Directors, the estimated expense of litigating the
proceeding to conclusion actually and reasonably incurred in
connection with the defense or settlement of such proceeding,
including any appeal thereof. Such indemnification shall be authorized
if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made under this
subsection (b) in respect of any claim, issue, or matter as to which
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such person shall have been adjudged to be liable unless, and only to
the extent that, the court in which such proceeding was brought or any
other court of competent jurisdiction shall determine upon application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
(c) To the extent that a director, officer, employee, or agent of
the Corporation has been successful on the merits or otherwise in
defense of any proceeding referred to in subsection (a) or subsection
(b), or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him
in connection therewith.
(d) Any indemnification under subsection (a) or subsection (b),
unless pursuant to a determination by a court, shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee,
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsection (a) or
subsection (b). Such determination shall be made by:
(i) The Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such
proceeding or by the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to
such action, suit, or proceeding;
(ii) If such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated
by the Board of Directors (in which directors who are parties
may participate) consist ing solely of two or more directors
at the time parties to the proceeding;
(iii) By independent legal counsel:
(A) Selected by the Board of Directors
prescribed in paragraph (i) or the committee
described in paragraph (ii); or
(B) If a quorum of the directors cannot be
obtained for paragraph (i) and the committee cannot
be designated under paragraph (ii), selected by
majority vote of the full Board of Directors (in
which Directors who are parties may participate); or
(iv) By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such
proceeding or, if no such
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quorum is obtainable, by a majority vote of shareholders who
were not parties to such proceeding.
(e) Evaluation of the reasonableness of expenses and
authorization of indemnification shall be made in the same manner as
the determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel,
persons specified by sub- paragraph (d)(iii)(A) shall evaluate the
reasonableness of expenses and may authorize indemnification. Expenses
incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is
ultimately found not to be entitled to indemnification by the
Corporation pursuant to this section. Expenses incurred by other
employees and agents may be paid in advance upon such terms or
conditions that the Board of Directors deems appropriate.
(f) The indemnification and advancement of such expenses provided
pursuant to the foregoing are not exclusive and the Corporation shall
have the power to make any other or further indemnification or
advancement of expenses on behalf of the persons herein described, in
the manner and consistent with the provisions of the Florida General
Corporation Act.
(g) Indemnification and advancement of expenses as provided in
this Article shall continue, unless otherwise provided when authorized
or ratified, as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(h) For purposes of this Article, the term "Corporation"
includes, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director,
officer, employee, or agent of a constituent corporation, or is or was
serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, is in the same position under
this section with respect to the resulting or surviving corporation as
he would have been with respect to such constituent corporation if its
separate existence had continued. For purposes of this Article, the
term "other enterprises" includes employee benefit plans; the term
"expenses" includes counsel fees, including those for appeal; the term
"liability" includes obligations to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred
with respect to a proceeding; the term "proceeding"
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includes any threatened, pending, or completed action, suit, or other
type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal; the term "agent"
includes a volunteer; and the term "serving at the request of the
corporation" includes any service as a director, officer, employee, or
agent of the corporation that imposes duties on such persons,
including duties relating to an employee benefit plan and its
participants or beneficiaries; and the term "not opposed to the best
interest of the corporation" describes the actions of a person who
acts in good faith and in a manner he reasonably believes to be in the
best interests of the participants and beneficiaries of an employee
benefit plan.
(i) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
(j) If any expenses or other amounts are paid by way of
indemnification otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance
maintained by the Corporation, the Corporation shall, not later than
the time of delivery to shareholders, unless such meeting is held
within three (3) months from the date of such payment, and, in any
event, within fifteen (15) months from the date of such payment,
deliver either personally or by mail to each shareholder of record at
the time entitled to vote for the election of directors a statement
specifying the persons paid, the amounts paid, and the nature and
status at the time of such payment of the litigation or threatened
litigation.
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PART F/S
Included as Part F/S of this Registration Statement are the audited
financial statements of the Registrant at and for the years ended March 31,
1998 and 1999, which have been included in this Registration Statement in
reliance upon the report of Alex N. Chaplan & Associates, Inc., independent
accountants, given on the authority of that firm as experts in accounting and
auditing. Also included in this Registration Statement are the financial
statements of Whitehall at and for the nine month periods ended December 31,
1999 and 1998, the three month periods ended March 31, 1998 and 1999, and the
calendar years ended December 31, 1997 and 1998. The financial statements of
Whitehall at and for the nine month period ended December 31, 1999 and the
three month period ended March 31, 1999 are unaudited. The financial statements
of Whitehall for the calendar years ended December 31, 1997 and 1998 and the
three month period ended March 31, 1999 have been included in this Registration
Statement in reliance on the report of Alex N. Chaplan & Associates, Inc.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing. With respect to the unaudited financial statements and
information for the nine month period ended December 31, 1999 and the three
month periods ended March 31, 1998 and 1999, the independent accountants have
not reviewed or audited such financial statements and have not expressed an
opinion or any other form of assurance with respect to such financial
information.
[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
38
<PAGE> 40
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit Page
Number Description of Exhibit Number
------- ---------------------- ------
(2) Charter and Bylaws of the Registrant* **
(3) Not Applicable
(4) Not Applicable
(5) Not Applicable
(6) Not Applicable
(7) Not Applicable
(8) Agreement Providing for the Exchange of Capital Stock by and
Between Cambridge Universal Corporation, the holders of all of the
outstanding voting Common Stock of Whitehall Homes II, Inc. and
Whitehall Homes II, Inc. dated as of June 17, 1999 (without
Schedules or Exhibits) with First Addendum thereto*
(9) Not Applicable
(10) Not Applicable
(12)(a) Opinion letter of William T. Kirtley, P.A. dated September 30, 1999
to American Securities Transfer & Trust, Inc.*
(12)(b) Consulting Agreement between Registrant and Andrews & Associates,
Inc.*
* previously filed
** see previous filings
39
<PAGE> 41
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized.
WHITEHALL LIMITED, INC.
June 27, 2000 By /s/ Ronald Mustari
----------------------------------------
Ronald Mustari, President and
Chief Executive Officer
<PAGE> 42
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
FINANCIAL STATEMENTS
March 31, 1999 and March 31, 1998
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 43
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
INDEX TO FINANCIAL STATEMENTS
DESCRIPTION PAGE
--------------------------------------------------------------------------------
Accountant's Report 2
Comparative Balance Sheet 3
Comparative Statement of Income 4
Statement of Stockholders' Equity (Deficit) 5
Comparative Statement of Cash Flows 6
Notes to Financial Statements 7-8
-1-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 44
[ALEX N. CHAPLAN & ASSOCIATES LETTERHEAD]
To the Board of Directors and Stockholders
of Cambridge Universal Corporation
(An Inactive Company)
In our opinion, the accompanying comparative balance sheets and the related
comparative statements of income and cash flows present fairly, in all material
respects, the financial position of Cambridge Universal Corporation as of March
31, 1999 and 1998, and the results of its operations and its cash flows for each
of the two year periods, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. The
Company has been inactive for a number of years and is not a viable entity in
its present state. (See Note 6) We believe that our audit provides a reasonable
basis for the opinion expressed above.
/s/ Alex N. Chaplan & Associates
--------------------------------
Alex N. Chaplan & Associates
Calabasas, CA 91302
March 15, 2000
-2-
<PAGE> 45
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
COMPARATIVE BALANCE SHEETS
AS OF MARCH 31, 1999 AND MARCH 31, 1998
<TABLE>
<CAPTION>
ASSETS
March 31, March 31,
1999 1998
--------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 0 $ 0
Other Current Assets 0 0
--------- ---------
Total Current Assets 0 0
--------- ---------
OTHER ASSETS:
Certificates of Deposits & Investments 0 0
Investment in Subsidiary (Note 5) 0 10
--------- ---------
Total Other Assets 0 0
--------- ---------
Total Assets $ 0 $ 0
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable $ 0 $ 0
Accounts Payable - Officers & Directors 0 0
Notes Payable 0 0
--------- ---------
Total Current Liabilities 0 0
========= =========
STOCK HOLDERS' EQUITY (DEFICIT)
Preferred Stock, $1.00 par value, 100,000,000
shares authorized; none issued 0 0
Common Stock, no par value, 500,000,000
authorized, 7,100,000 issued and outstanding
25,600,000 issued and outstanding 190,448 190,458
Total accumulated deficit (190,448) (190,448)
--------- ---------
Total Liabilities and Stockholders' Equity $ 0 $ 10
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statement.
-3-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 46
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
COMPARATIVE STATEMENT OF INCOME
FOR THE FISCAL YEARS ENDED
AS OF MARCH 31, 1999 AND MARCH 31, 1998
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
---------- -----------
<S> <C> <C>
REVENUE:
From Operations $ 0 $ 0
Other Revenues 0 0
---------- -----------
Total Revenue 0 0
---------- -----------
EXPENSES:
Operating Expense 0 0
---------- -----------
Total Expenses 0 0
---------- -----------
Net Income (Loss) 0 0
========== ===========
OTHER INCOME (EXPENSE)
Miscellaneous 0 0
---------- -----------
Net Other Income (Loss) 0 0
---------- -----------
EXTRAORDINARY ITEMS:
See (Note 3) 0 0
---------- -----------
Net Income or Loss for the Periods $ 0 $ 0
========== ===========
NET INCOME OR (LOSS) PER SHARE $ 0 $ 0
========== ===========
Weighted Average Number of Common Shares
Issued and Outstanding 7,100,000 25,600,000
========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statement.
-4-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 47
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED
AS OF MARCH 31, 1999 AND MARCH 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION COMMON STOCK DEFICIT NET
TO EQUITY
SHARES AMOUNT DATE (DEFICIT)
---------- -------- --------- ---------
<S> <C> <C> <C> <C>
Balance-April 1, 1997 25,600,000 $190,458 ($190,448) $ 0
Change for the fiscal year
ended March 31, 1998 0 0 0 0
Balance At: March 31, 1998 25,600,000 190,458 (190,448) 0
---------- -------- --------- --------
Changes for the fiscal year
ended March 31, 1999:
Share retired (Note 5) 18,500,000 (10)
---------- --------
Net Income or (Loss)
(Loss) ( Note 3) 0 0
--------- --------
BALANCE AT
MARCH 31, 1999 7,100,000 $190,468 ($190,448) $ 0
========== ========= ========= ========
</TABLE>
The accompanying notes are an integral part of the financial statement.
-5-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 48
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
COMPARATIVE STATEMENT OF CASH FLOWS
FOR THE FISCAL YEARS ENDED
AS OF MARCH 31, 1999 AND MARCH 31, 1998
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) (Note 3) $ 0 $ 0
-------- --------
Net Cash (used For) Provided From Operations 0 0
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (Increase) in Restricted Certificates of Deposits 0 0
-------- --------
Net Cash Provided From (Used For) Investing
Activities 0 0
-------- --------
CASH FLOWS FORM (FOR) FINANCING ACTIVITIES:
Proceeds from issuing Company Stock 0 0
-------- --------
Net Cash (Used For) Provided From
Financing Activities 0 0
-------- --------
Net (Decrease) Increase In Cash 0 0
-------- --------
Cash at the Beginning of the Period 0 0
-------- --------
Cash at the End of the Period $ 0 $ 0
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statement.
-6-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 49
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
Page 1 of 2
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and March 31, 1998
NOTE-1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
A) The Company has been inactive for a number of years and has no
operations during this period.
NOTE-2 REGULATORY REQUIREMENTS:
A) The COMPANY is a corporation, organized and duly registered to transact
business under the laws of the State of Colorado.
B) The Company is a Publicly Held Corporation and as such is subject to
the rules and regulations of the United States Securities and Exchange
Acts of 1933 and 1934.
NOTE-3 OTHER:
During the Fiscal Periods here presented ALL expenses which would
normally be paid or accrued by the Company had been paid by various
Stockholders.
NOTE-4 INCOME TAXES:
A) The Company has accumulated net operating losses over its' life.
B) The Company's Management is not aware of any tax liability, accrued or
deferred that is not presented herein.
-7-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 50
CAMBRIDGE UNIVERSAL CORPORATION
(AN INACTIVE COMPANY)
Page 2 of 2
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and March 31, 1998
NOTE-5 INVESTMENT IN SUBSIDIARY:
During the first quarter of the current fiscal year the company's
management and its then consulting firm came into a financing disagreement. The
outcome was that the Consulting firm resigned and tendered their common stock in
the company, which was duly canceled with the companies Registrar and all
directors summarily resigned. A group of interested stockholders then call a
Stockholders' Meeting at which time the company was restored to its original
status, a new Board of Directors was elected and the company began seeking out
possibilities to acquire a viable subsidiary.
NOTE-6 SUBSEQUENT EVENTS:
The stockholders meeting of June 17, 1999, approved the actions and
agreements of the Board of Directors to acquire 100% of the common stock of
Whitehall Homes II, Inc., A Florida Corporation, thereby making it a wholly
owned subsidiary, effective January 1, 1999.
-8-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 51
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INDEX TO INTERIM FINANCIAL STATEMENTS
December 31, 1998 and 1999
DESCRIPTION PAGE
--------------------------------------------------------------------------------
Management Report 3
Balance Sheets 5-6
Statements of Stockholders' Equity 7-8
Statements of Income 9
Statements of Cash Flows 10
Notes to Financial Statements 11-12
Signatures 13
-2-
<PAGE> 52
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
MANAGEMENT REPORT ON FINANCIAL STATEMENTS
DECEMBER 31, 1998 and 1999
TO ALL READERS OF THE ATTACHED FINANCIAL DATA:
The Company has prepared the attached Interim Combined and Consolidated Balance
Sheets and Interim Combined and Consolidated Statements of Stockholders' Equity
as of December 31, 1998 and 1999, and the Interim Combined and Consolidated
Statements of Income and Interim Combined and Consolidated Statements of Cash
Flows for the periods then ended.
The Management of the Company has reviewed the accompanying Financial Data and
the related Stockholder actions and Board of Directors Resolutions and includes
all adjustments which in the opinion of management are necessary in order to
make the financial statement not misleading; and to the best of their knowledge
and belief they fairly represent the Financial Condition of the Company and
Results of Operations for the nine months ended December 31, 1998 and 1999.
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
-3-
<PAGE> 53
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM FINANCIAL STATEMENTS
December 31, 1998 and 1999
As presented by Management
-4-
<PAGE> 54
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM COMBINED AND CONSOLIDATED COMPARATIVE BALANCE SHEETS
AS OF DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1998 1999
---------- ----------
<S> <C> <C>
Assets
Cash on hand and in banks $ 276,513 $ 418,117
Accounts and Notes Receivable
Affiliates 60,139 179,888
Others 0 0
Stockholders 278,833 161,640
Investments (at cost) (Note III) 0 200,000
Land and Development Costs 1,413,126 2,377,905
Homes Under Construction and Furnished Models 1,956,207 4,363,579
Investment in Joint Venture 2 0
Property and Equipment (at cost)
Land 68,097 468,097
Buildings 398,144 398,144
Office Furniture and Equipment 57,253 57,253
Construction Equipment 78,880 78,880
Vehicles 13,713 86,018
---------- ----------
Total 616,087 1,088,392
Less: accumulated depreciation 218,458 37,214
---------- ----------
Total Property and Equipment $ 397,629 $1,051,178
---------- ----------
Other Assets 111,911 225,041
---------- ----------
Total Assets $4,494,360 $8,977,348
========== ==========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-5-
<PAGE> 55
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM COMBINED AND CONSOLIDATED COMPARATIVE BALANCE SHEETS (Page 2)
AS OF DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity DECEMBER 31,
-----------------------------
1998 1999
----------- -----------
<S> <C> <C>
Liabilities
Accounts Payable $ 543,732 $ 933,822
Customers' Deposits 736,963 1,127,324
Due to Stockholders' 331,987 0
Due to Affiliates 299,397 0
Notes and Loans Payable:
Land and Development Loans 391,100 386,225
Construction Loans 1,168,203 2,196,610
Notes Payable 1,061,831 1,065,178
----------- -----------
Total Liabilities $ 4,533,213 $ 5,709,159
----------- -----------
Note Payable to Stockholders $ 0 $ 1,830,852
----------- -----------
Stockholders' Equity-Nine Corporations:
Common Stock-Par Value $1.00 per share
Issued and outstanding S Corporations, 6900 shares $ 6,900
Additional Paid In Capital 1,274,541
Retained Earnings (Deficit) (1,320,294)
-----------
Total Stockholders' Equity - Nine Corporations $ (38,853)
-----------
Stockholders' Equity - Whitehall Limited, Inc.
Preferred stock - $.10 Par Value, Authorized
100,000,000 shares - none issued 0
Common Stock -$.10 Par Value, Authorized
500,000,000 shares; issued and outstanding 8,946,000 shares $ 894,600
Paid In Capital in excess of Par Value 1,170,027
Retained Earnings (Deficit) (627,290)
-----------
Total Stockholders' Equity - Whitehall Limited, Inc. $ 1,437,337
-----------
Total Liabilities and Stockholders' Equity $ 4,494,360 $ 8,977,348
=========== ===========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-6-
<PAGE> 56
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number Amount Capital in Retained
of Common Common Excess of Earnings
Shares Shares Par Value (Deficit)
--------- --------- ------------- ------------
<S> <C> <C> <C> <C>
Balance - April 1, 1998 6,900 $ 6,900 $ 1,164,110 $ (907,003)
Capital Contributed by Stockholder 110,431
Less: Profit Distributions to Stockholders
Under Sub Chapter "S" of the
Internal Revenue Code (337,294)
Net Income (Loss) For
The Nine Months Ended
December 31, 1998 (75,997)
----- --------- ------------ ------------
Balance - December 31, 1998 6,900 $ 6,900 $ 1,274,541 $ (1,320,294)
===== ========= ============ ============
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-7-
<PAGE> 57
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number Amount Capital in Retained
of Common Common Excess of Earnings
Shares Shares Par Value (Deficit)
--------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance - April 1, 1999 8,946,000 $ 894,600 $ 1,170,027 $ (217,947)
Add: U-Store It - Adjustment for 12,629
deconsolidation (Note IV)
Net (Loss) For The
Nine Months Ended
December 31, 1999 (421,972)
--------- ----------- ------------ -----------
Balance - December 31, 1999 8,946,000 $ 894,600 $ 1,170,027 $ (627,290)
========= =========== ============ ===========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-8-
<PAGE> 58
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM COMBINED AND CONSOLIDATED COMPARATIVE STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1998 1999
----------- -----------
<S> <C> <C>
Income:
Homes and Lot Sales $ 2,248,922 $ 5,886,908
Management Fees 177,253 255,106
Real Estate Commissions 60,423 99,133
Interest 7,633 6,989
Joint Venture (750) 1,750
Other 170,952 188,357
----------- -----------
Total Income $ 2,664,433 $ 6,438,243
----------- -----------
Operating Expenses:
Cost of Homes and Lot Sales $ 1,535,277 $ 5,405,966
Selling and General 395,699 551,168
Office Costs:
Salaries 438,634 405,734
General 145,674 283,752
Rent Estate Commissions 112,825 103,417
Interest 112,321 110,178
----------- -----------
Total Operating Expenses $ 2,740,430 $ 6,860,215
----------- -----------
Net (Loss) $ (75,997) $ (421,972)
=========== ===========
Net (Loss) Per Share $ (0.0472)
===========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-9-
<PAGE> 59
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION AND
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INTERIM COMBINED AND CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1999
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1998 1999
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ (75,997) $ (421,972)
----------- -----------
Adjustments to reconcile net income (loss) to
net cash provided by operating
activities:
Depreciation and Amortization 33,098 30,095
Increase/Decrease In:
Land and Development Costs 265,557 (1,611,051)
Construction in Progress-Homes and Models (1,166,733) 933,546
Customers' Deposits 229,143 593,645
Accounts Payable 201,869 445,204
Property and Equipment 10,840 72,305
Other Assets 14,189 89,589
Due From/To Affiliates 184,647 11,116
----------- -----------
Total Adjustments $ (227,390) $ 564,449
----------- -----------
Net Cash Provided (USED) By Operating Activities $ (303,387) $ 142,477
----------- -----------
Cash Flows From Investing Activities:
Cash and Cash Equivalent Investments $ 0 $ (200,000)
Net (Increase) Decrease in Joint Ventures 0 2
----------- -----------
Net Cash Flows From Investing Activities $ 0 $ (199,998)
----------- -----------
Cash Flows From Financing Activities:
Land and Development Loans $ (106,192) $ (101,275)
Construction Loans 689,869 662,173
Notes Payable (82,748) 10,756
Stockholders' Loans - Net 119,289 (245,117)
Distributions to Stockholders -Net (226,863) 0
----------- -----------
Net Cash Provided By Financing Activities $ 393,355 $ 326,537
----------- -----------
Net Increase In Cash 89,976 269,016
Net Cash - Beginning of Period 186,537 149,101
----------- -----------
Net Cash - End of Period $ 276,513 $ 418,117
=========== ===========
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-10-
<PAGE> 60
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
NOTES TO INTERIM COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1999
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND LINE OF
BUSINESS
COMBINATION AND CONSOLIDATION: The accompanying combined and consolidated
financial statements include the accounts of Whitehall Homes, Inc. and
Affiliated Companies and 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 - INVESTMENTS
The Company has invested excess working capital in short term
securities during this period in the amount of $200,000. These short term
securities are readily convertible to known amounts of cash and present
insignificant risk of changes in value because of changes in interest rates.
-11-
<PAGE> 61
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
NOTES TO INTERIM COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1999
NOTE IV - NOTE PAYABLE - STOCKHOLDERS
The original agreement with Whitehall Homes, Inc. and eight other
corporation and Whitehall Homes II, Inc. to purchase at estimated fair value,
their assets less liabilities in exchange for common stock of Whitehall Homes
II, Inc., will be amended to adjust for the following:
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. As of January 1, 1999, the Company acquired U-Store It, Inc. for the
following net assets at estimated fair value:
Cash in bank 19,540
Accounts and Notes Receivable 142,834
Land and Development Costs 1,023,024
---------
Total Assets (at fair value) 1,185,398
Less: Notes and Loans Payable 471,250
Customers' Deposit 45,000 516,250
--------- -------
Net Assets 669,148
=======
The Company charged the major stockholders' Note Payable - Stockholders in the
amount of $669,148. In addition, the Net (Loss) of U-Store It, Inc. was
eliminated from the income statement for the nine months ended December 31, 1999
and the loss was credited to retained earnings in the amount of $12,629 for the
nine months ended September 30, 1999.
-12-
<PAGE> 62
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
AND WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
FINANCIAL STATEMENTS
March 31, 1998 and 1999
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 63
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
AND WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
INDEX TO FINANCIAL STATEMENTS
March 31, 1998 and 1999
DESCRIPTION PAGE
--------------------------------------------------------------------------------
Accountant's Report 3
Combined and Consolidated Balance Sheets 4-5
Combined and Consolidated Statements of Income 6
Combined and Consolidated Statements of Cash Flows 7
Combined Statement of Stockholders Equity 8
Consolidated Statement of Stockholders' Equity 9
Notes to the Combined and Consolidated Financial Statements 10-13
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 64
[ALEX N. CHAPLAN & ASSOCIATES LETTERHEAD]
To the Board of Directors and Stockholders
Whitehall Limited, Inc.
FKA Cambridge Universal Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and of cash flows present fairly, in all
material respects, the financial position of Whitehall Limited, Inc. at March
31, 1999, and the results of its operations and its cash flows for the three
months ended March 31, 1999, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits.
In addition, for comparison purposes only, we have included the unaudited
combined financial statements for Whitehall Homes, Inc. and Affiliated Companies
as of March 31, 1998, and the results of its operations for the three months
ended March 31, 1998.
We conducted our audit in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for the opinion expressed above.
/s/ Alex Chaplan & Associates
-----------------------------
Alex Chaplan & Associates
Calabasas, Ca 91302
June 23, 2000
-3-
<PAGE> 65
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMBINED AND CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
MARCH 31,
--------------------------
ASSETS 1998 1999
---------- ----------
<S> <C> <C>
ASSETS
Cash in Banks $ 186,537 $ 149,101
Due from affiliated companies 174,889 132,381
Due from Stockholders 98,725 0
Investment in Joint Venture 2 0
---------- ----------
TOTAL CURRENT ASSETS $ 460,153 $ 281,482
---------- ----------
CONSTRUCTION COSTS IN PROGRESS
Land and development costs $1,678,683 $3,988,956
Homes under construction and furnished models 789,474 3,430,033
---------- ----------
TOTAL CONSTRUCTION COSTS IN PROGRESS $2,468,157 $7,418,989
---------- ----------
PROPERTY AND EQUIPMENT
Office land and building $ 466,241 $ 866,241
Office furniture and fixtures 57,253 57,253
Construction equipment 78,880 78,880
Vehicles 1,000 13,713
---------- ----------
TOTAL 603,374 1,016,087
Less: Accumulated Depreciation 194,443 9,190
---------- ----------
TOTAL PROPERTY AND EQUIPMENT $ 408,931 $1,006,897
---------- ----------
OTHER ASSETS
Deposit on lot $ 50,000 $ 50,000
Prepaid model lease 41,869 79,922
Miscellaneous 3,892 5,890
---------- ----------
TOTAL OTHER ASSETS $ 95,761 $ 135,812
---------- ----------
TOTAL ASSETS $3,433,002 $8,843,180
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 66
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMBINED AND CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
MARCH 31,
----------------------------
1998 1999
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
LIABILITIES
Accounts payable-trade $ 341,863 $ 488,618
Note payable (secured and unsecured) 844,571 754,422
Notes payable - other (unsecured) 300,000 300,000
Land and development loans 497,292 487,500
Construction loans payable 478,334 1,534,437
Due to affiliated companies 507,820 299,619
Customers' deposits 199,115 533,679
Due to stockholder 0 84,477
----------- ----------
TOTAL LIABILITIES $ 3,168,995 $4,482,752
----------- ----------
NOTES PAYABLE TO STOCKHOLDER $ 0 $2,500,000
----------- ----------
STOCKHOLDERS' EQUITY
Whitehall Homes, Inc. and Affiliated Companies:
Common Stock : $1.00 par value; issued and outstanding
6,900 shares $ 6,900
Paid in Capital in excess of par value of stock 1,164,110
Retained Earnings (Deficit) (907,003)
Whitehall Limited, Inc.:
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 8,946,000 shares 894,600
Paid in capital 1,573,634
Retained earnings (deficit) (204,199)
----------- ----------
TOTAL STOCKHOLDERS' EQUITY $ 264,007 $2,264,035
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,433,002 $9,246,787
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 67
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMBINED AND CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
MARCH 31,
-----------------------------
1998 1999
----------- -----------
<S> <C> <C>
INCOME
Sales of homes and lots $ 1,041,564 $ 1,599,051
Management fees 71,875 62,691
Real estate commissions 15,268 12,354
Interest Income 97 2,292
Joint Venture Income 750
Other 37,686 32,650
----------- -----------
TOTAL INCOME $ 1,167,240 $ 1,709,038
----------- -----------
COST OF HOMES AND LOTS $ 711,921 $ 1,238,536
----------- -----------
NET INCOME (BEFORE OPERATING EXPENSES) $ 455,319 $ 470,502
----------- -----------
OPERATING EXPENSES
Selling and General $ 180,890 $ 226,839
Personnel 144,813 102,107
Office 55,411 73,773
Real estate commissions 35,164 21,653
Interest Expense 32,897 59,881
----------- -----------
TOTAL OPERATING EXPENSES $ 449,175 $ 484,253
----------- -----------
NET INCOME (LOSS) $ 6,144 $ (13,751)
=========== ===========
NET (LOSS) PER COMMON SHARE $ (0.00153)
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 68
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
MARCH 31,
-------------------------
1998 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 6,144 $ (13,751)
--------- ---------
Adjustments to reconcile net (loss) to net
cash provided by operating activities:
Depreciation 7,296 9,190
Increase/(decrease) in:
Land and development costs (65,449) (31,257)
Homes under construction and furnished models 190,885 (162,049)
Customer deposits 68,890 (203,284)
Accounts payable and accrued liabilities 49,864 (55,113)
Property and Equipment 16,976 (85,677)
Other assets (3,051) (57,342)
Due from affiliates (39,476) (14,678)
--------- ---------
TOTAL ADJUSTMENTS 225,935 (600,210)
--------- ---------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES $ 232,079 $(613,961)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash (Decrease) in investing activities - Joint Venture $ (750) $ 0
NET CASH PROVIDED BY FINANCING ACTIVITIES:
Land and development loans (56,380) 96,400
Construction loans (80,308) 366,234
Notes payable (70,051) (7,408)
Stockholder loans (41,599) 31,323
--------- ---------
NET CASH FLOWS PROVIDED BY
(USED) IN INVESTING AND IN
FINANCING ACTIVITIES $(249,088) $ 486,549
--------- ---------
NET CASH (DECREASE) $ (17,009) $(127,412)
CASH IN BANK - BEGINNING OF PERIOD $ 203,546 $ 276,513
--------- ---------
CASH IN BANK - END OF PERIOD $ 186,537 $ 149,101
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 69
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
Number Amount Capital Retained
Common Common Excess of Earnings
Shares Shares Par Value (Deficit)
------ --------- ------------ ------------
<S> <C> <C> <C> <C>
Balance - January 1, 1998 6,900 $ 6,900 $ 986,935 $ (694,373)
Add: Added capital contributed by
stockholders 177,175
Less: Distributions to stockholders
under Sub-Chapter "5" (218,774)
Net income for the three months
ended March 31, 1998 6,144
----- --------- ------------ ------------
Balance - March 31, 1998 6,900 $ 6,900 $ 1,164,110 $ (907,003)
===== ========= ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 70
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 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 4,733,333
--------- --------------- -------------- --------------
Balance 2,366,667 190,448 0 (190,448)
Add: Common Stock issued to
Acquire Whitehall Homes II, Inc.
Effective January 1, 1999 4,608,268 1,874,179
Common Stock issued to the
Family of the Major Stockholders 537,109
Common Stock issued to complete
acquisition of Whitehall Homes II, Inc.
as authorized by the Board of 0
Directors:
Consulting Fees 1,350,000
Employees 57,500
Sub-Contractors 40,000
Home Buyers 15,400
Less: Unreconciled Shares (28,944)
Net (Loss) for the three months
ended March 31, 1999 (13,751)
To adjust from no par common
stock to $.10 par value common
stock 704,152 (704,152)
--------- --------------- -------------- --------------
Balance - As of March 31, 1999 8,946,000 $ 894,600 $ 1,170,027 $ (204,199)
========- =============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 71
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AS OF MARCH 31, 1998 AND 1999
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS:
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination and Consolidation:
The Unaudited Combined Financial Statements as of March 31, 1998,
include the assets, liabilities, income and expense accounts of the following
listed companies after elimination of all significant inter-company accounts and
transactions:
<TABLE>
<S> <C>
Whitehall Homes, Inc. Fairway Lakes Homes, Inc.
U-Store It, Inc. Whitehall Homes At Maple Hammock, Inc.
Whitehall Homes At Avalon, Inc. Whitehall Management, Inc.
Bermuda Development Corporation Beekman Village Development Corporation
Whitehall Associates, Inc.
</TABLE>
The Audited Consolidated Financial Statements as of March 31, 1999,
include the accounts of the company and its wholly owned subsidiary, Whitehall
Homes II, Inc. after elimination of all significant inter-company accounts and
transactions:
On June 17, 1999, the closing date, but effective January 1, 1999,
Whitehall Homes II, Inc. entered into a definitive agreement to acquire all of
the outstanding capital stock of Whitehall Homes, Inc., U-Store It, Inc.,
Whitehall Homes at Avalon, Inc., Bermuda Development Corporation, Whitehall
Associates, Inc., Fairway Lakes Homes, Inc., Whitehall Homes at Maple Hammock,
Inc., Whitehall Management, Inc., and Beekman Village Development Corporation.
The agreed purchase price consists of a promissory note in the amount of
$2,500,000, bearing interest at the rate of seven percent (7%) per annum, all
interest and principal paid in seven (7) years form the date of execution and
delivery; and (b) the issuance of the commons stock of Whitehall Homes II, Inc.
-10-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 72
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC.A AND AFFILIATED COMPANIES
AS OF MARCH 31, 1998 AND 1999
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS:
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Stockholders of Cambridge Universal Corporation met on June 17,
1999 and approved the following resolution and actions of their Board of
Directors:
1. Approved a reverse stock split of 1 common share for each 3 common
shares outstanding.
2. Approved the exchange of 4,608,268 of post reverse stock split shares
for all the issued and outstanding common shares of Whitehall Homes II,
Inc. thereby making Whitehall Homes II, Inc. a wholly owned subsidiary.
3. Approved the change of the corporate domicile from the state of
Colorado to the state of Florida.
4. Approved the effective date of these resolutions to be retroactive to
January 1, 1999.
As a result of the above actions, by the stockholders, Board of
Directors and the Corporation's activities, these financial statements were
prepared as Consolidated Financial Statements for the three months ended March
31, 1999 to conform to the parent company fiscal year March 31, 1999.
Property and Equipment is depreciated over the estimated useful lives
of the assets using the straight-line method. Expenditures for maintenance,
repairs, renewals and betterments, which do not materially prolong useful lives
of the assets are charged to income as incurred. The cost of property retired or
sold and the related accumulated depreciation is removed from the accounts and
any gain or loss from sales is recorded as income.
NOTE 2 - DESCRIPTION OF THE BUSINESS
Whitehall Homes, Inc. and Affiliated Companies, were originally formed
in 1985 by the major stockholders to develop land and construct single family
and/or multi-family housing either in their own affiliated companies or in joint
ventures with others. All project costs are recorded on a specific job basis.
All properties are carried at the lower of carrying amount or fair value less
cost to sell. Project costs of real estate projects may be direct or indirect.
Direct costs that are related to the acquisition development, and construction
of a real estate project are capitalized as project costs.
Indirect costs or real estate projects that can be identified clearly
to specific projects under development or construction are capitalized as
project costs, or allocated to several real estate projects under development or
construction on a reasonable basis. Indirect costs on real estate projects not
under development or construction are expensed as incurred, including general
and administrative expenses.
-11-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 73
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AS OF MARCH 31, 1998 AND 1999
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS:
NOTE 3 - DEBT
The Companies were indebted to various lending institutions as follows:
<TABLE>
<CAPTION>
March 31,
--------------------------
1998 1999
---------- ----------
<S> <C> <C>
Land and Land Development Loans - secured by land and
land improvements prior to building activities:
Bermuda Development Corp-Interest @1% to 1.50%
over prime rate $ 497,292 $ 310,000
Whitehall Homes at Avalon, Inc. Interest @1.00 over
prime rate -0- 177,500
---------- ----------
$ 497,292 $ 487,500
========== ==========
Construction Loans - secured by specific homes under
construction, interest at 1.00% to 1.50% over prime
rate, maximum loans may net exceed $3,087,400 at
March 31, 1999. $ 478,334 $1,534,437
========== ==========
Notes Payable:
Secured by mortgage on land and buildings, interest at
1.50% over prime rate. Payable on a 20 year schedule,
all due and payable on February 26, 2006. $ 375,064 $ 364,480
Installment Notes - secured by computer equipment and
loader, due April 2002. 63,739 48,125
Secured by mortgage on U-Store It, Inc. land, payable to
Three individuals upon sale. Interest at 12.00% 300,000 300,000
Unsecured line of credit payable to bank, interest @1.50%
over prime rate guaranteed by stockholders. 105,768 41,818
Unsecured note; interest @1% over prime rate 200,000 200,000
Unsecured note; interest @2.25% over prime rate; due
September 2, 1999. 100,000 100,000
---------- ----------
$1,144,571 $1,054,423
========== ==========
</TABLE>
-12-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 74
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AS OF MARCH 31, 1998 AND 1999
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS:
NOTE 4 - INCOME TAXES
The former stockholders of the companies had elected to be taxed under
the provisions of Sub Chapter "S" of the United States Internal Revenue Code and
as a result, the Corporation was not liable for Federal Income Taxes in prior
years. The current period required no provision for federal or state income
taxes due to its operating loss.
NOTE 5 - PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumption that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 6 - COMMITMENTS AND CONTINGENCY:
Whitehall Limited, Inc. and its wholly owned subsidiary Whitehall Homes
II, Inc. have secured various lines of credit with financial institutions. The
major stockholders have guaranteed certain loans and/or assigned a life
insurance policy as security.
NOTE 7 - SUBSEQUENT EVENTS:
The stockholders meeting of June 17, 1999 approved the actions and
agreements of the Board of Directors, as discussed in Note 1.
On September 30, 1999, the Corporation agreed with the major
stockholders to deconsolidate the Corporation known as U-Store It, Inc. as of
that date.
-13-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 75
WHITEHALL HOMES, INC.
AND AFFILIATED COMPANIES
AND WHITEHALL HOMES II, INC.
HISTORICAL FINANCIAL STATEMENTS
December 31, 1997 and 1998
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 76
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AND WHITEHALL HOMES II, INC.
INDEX TO FINANCIAL STATEMENTS
December 31, 1997 and 1998
DESCRIPTION PAGE
----------- ----
Accountant's Report 3
Comparative Combined Balance Sheets 4
Comparative Combined Statement of Income 5
Comparative Combined Statement of Cash Flows 6
Combined Statement of Stockholders' Equity 7
Pro Forma Balance Sheet 8
Notes to the Financial Statements 9-12
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 77
[ALEX N. CHAPLAN & ASSOCIATES LETTERHEAD]
To the Board of Directors and Stockholders
Whitehall Homes, Inc. and Affiliated Companies
and Whitehall Homes II, Inc.
In our opinion, the accompanying comparative combined balance sheet and the
related combined statements of income and of cash flows present fairly, in all
material respects, the financial position of Whitehall Homes, Inc. and
Affiliated Companies and Whitehall Homes II, Inc. at December 31, 1997 and
1998, and the results of their operations and their cash flows for each of the
two year periods, in conformity with generally accepted accounting principles.
In addition, we have included the purchase of Whitehall Homes, Inc. and
Affiliated Companies by Whitehall Homes II, Inc. effective on January 1, 1999
in the Pro Forma Balance Sheet, as of that date, as more fully described in
Note 1. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ Alex Chaplan & Associates
-----------------------------
Alex Chaplan & Associates
Calabasas, CA 91302
June 8, 2000
-3-
<PAGE> 78
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMPARATIVE COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1997 1998
----------- -----------
<S> <C> <C>
Assets:
Cash on hand and in banks $ 203,546 $ 276,513
Accounts and Notes Receivable
Affiliates 135,413 60,139
Others 724 0
Stockholders 98,725 278,833
Investments - Joint Venture 752 2
Land and Development Costs 1,613,234 1,413,126
Work in Progress-Homes and Models 980,359 1,956,207
Property and Equipment (at cost)
Land 68,097 68,097
Buildings 398,144 398,144
Office Furniture and Equipment 57,253 57,253
Construction Equipment 78,880 78,880
Vehicles 17,976 13,713
----------- -----------
Total 620,350 616,087
Less: accumulated depreciation 189,371 218,458
----------- -----------
$ 430,979 $ 397,629
----------- -----------
Other Assets 92,710 111,911
----------- -----------
$ 3,556,442 $ 4,494,360
=========== ===========
Liabilities and Stockholders' Equity:
Liabilities:
Accounts Payable $ 291,999 $ 543,732
Customers' Deposits 438,930 736,963
Due to Stockholders' 199,115 331,987
Due to Affiliates 0 299,397
Notes and Loans Payable:
Land and Development Loans 553,672 391,100
Construction Loans 558,642 1,168,203
Notes Payable 1,214,622 1,061,831
----------- -----------
Total Liabilities $ 3,256,980 $ 4,533,213
----------- -----------
Stockholders' Equity-Nine Corporations:
Common Stock-Par Value $1.00 per share
Issued and outstanding Corporations, 6900 shares $ 6,900 $ 6,900
Additional Paid In Capital 986,935 1,274,541
Retained Earnings (Deficit) (694,373) (1,320,294)
----------- -----------
Total Stockholders' Equity -
Nine Corporations 299,462 (38,853)
----------- -----------
Total Liabilities and Stockholders' Equity $ 3,556,442 $ 4,494,360
=========== ===========
</TABLE>
The accompanying Notes are an integral part of the Combined Financial
Statements.
-4-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 79
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMPARATIVE COMBINED STATEMENT OF INCOME
FOR THE YEARS ENDING DECEMBER 31, 1997 AND 1998
YEAR ENDED
DECEMBER 31,
-------------------------
1997 1998
---------- -----------
Income:
Homes and Lot Sales $5,762,271 $ 3,290,486
Management Fees 271,403 249,128
Real Estate Commissions 78,704 75,691
Interest 341 7,730
Joint Venture 110,205 0
Other 161,910 208,638
---------- -----------
Total Income $6,384,834 $ 3,831,673
---------- -----------
Operating Expenses:
Cost of Homes and Lot Sales $4,511,467 $ 2,247,198
Selling and General 671,370 576,589
Office Costs:
Salaries 692,615 583,447
General 216,729 201,085
Rent Estate Commissions 167,441 147,989
Interest 117,789 145,218
---------- -----------
Total Operating Expenses $6,377,411 $ 3,901,526
---------- -----------
Net Income (Loss) $ 7,423 $ (69,853)
========== ===========
The accompanying Notes are an integral part of the Combined Financial
Statements.
-5-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 80
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMPARATIVE COMBINED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDING DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-----------------------
1997 1998
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) $ 7,423 $ (69,853)
--------- ---------
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and Amortization 37,715 41,394
Increase/Decrease In:
Land and Development Costs 748,129 200,108
Work in Progress-Homes and Models 163,952 (975,848)
Customers' Deposits (249,051) 298,033
Accounts Payable (225,038) 251,733
Property and Equipment (71,449) (6,270)
Other Assets (4,331) (17,240)
Due From/To Affiliates 78,563 374,671
Accounts Receivable - Other (724) 724
--------- ---------
Total Adjustments $ 477,766 $ 167,305
--------- ---------
Net Cash Provided By Operating Activities $ 485,189 $ 97,452
--------- ---------
Cash Flows From Investing Activities:
Net (Increase) Decrease in Joint Ventures $ 159,358 $ (2,985)
--------- ---------
Net Cash Flows From Investing $ 159,358 $ (2,985)
--------- ---------
Activities
Net Cash Provided By Financing Activities:
Land and Development Loans $(175,785) $(162,572)
Construction Loans (393,351) 609,561
Notes Payable 139,003 (152,791)
Stockholders' Paid In Capital 0 287,606
Stockholders' Loans 281,334 (47,236)
Sub-Chapter "S" distributions to Stockholders (602,325) (556,068)
--------- ---------
Net Cash Provided (Used) By $(751,124) $ (21,500)
Financing Activities --------- ---------
Net Increase (Decrease) In Cash (106,577) 72,967
Net Cash - Beginning of Year 310,113 203,546
--------- ---------
Net Cash - End of Year $ 203,536 $ 276,513
========= =========
</TABLE>
The accompanying Notes are an integral part of the Combined Financial
Statements.
-6-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 81
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
Number Amount of Capital in Retained
of Common Common Excess of Earnings
Shares Shares Par Value (Deficit)
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Balance - January 1, 1997 5,700 $5,700 $1,361,757 (578,288)
Add: Net Income for the year ended
December 31, 1997
Common stock issued for newly
Incorporated construction
companies:
Whitehall Homes at Avalon, Inc. 200 200 49,800 7,423
Whitehall Management, Inc. 1,000 1,000 84,310
Less: Cash Withdrawals (508,932)
Sub-Chapter "S" distributions to
Stockholders (123,508)
----- ----- --------- ----------
Balance - December 31, 1997 6,900 6,900 986,935 (694,373)
Add: Cash contribution by stockholders 287,606
Less: Sub-Chapter "S" distributions to
Stockholders (556,068)
Net (Loss) for the year ended
December 31, 1998 (69,853)
----- ----- --------- ----------
Balance - December 31, 1998 6,900 6,900 1,274,541 (1,320,294)
===== ===== ========= ==========
</TABLE>
The accompanying Notes are an integral part of the Combined Financial
Statements.
-7-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 82
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
PRO FORMA BALANCE SHEET
AS OF JANUARY 1, 1999
<TABLE>
<CAPTION>
Balance Increase Balance
December 31, to Fair January 1,
1998 Value 1999
----------- ---------- -----------
<S> <C> <C> <C>
Assets:
Cash on hand and in banks $ 276,513 $ -- $ 276,513
Accounts and Notes Receivable:
Affiliates 60,139 -- 60,139
Stockholders 278,833 -- 278,833
Investments 2 -- 2
Land and Development Costs 1,413,126 2,544,573 3,957,699
Work in Progress-Homes and Models 1,956,207 1,250,000 3,206,207
Property and Equipment 616,087 400,000 1,016,087
Accumulated Depreciation (218,458) 218,458 0
----------- ---------- ----------
Total Property and Equipment 397,629 618,458 1,016,087
----------- ---------- ----------
Other Assets 111,911 -- 111,911
----------- ---------- ----------
Total Assets $ 4,494,360 $4,413,031 $8,907,391
=========== ========== ==========
Liabilities and Stockholders' Equity
Accounts Payable $ 543,732 $ -- $ 543,732
Customers' Deposits 736,963 -- 736,963
Due to Stockholder 331,987 -- 331,987
Due to Affiliates 299,397 -- 299,397
Note and Loans Payable -
Financial Institutions 2,621,134 -- 2,621,134
Note Payable - Stockholders 0 2,500,000 2,500,000
----------- ---------- ----------
4,533,213 2,500,000 7,033,213
----------- ---------- ----------
Stockholders' Equity
Net Stockholders' Equity
Whitehall Homes, Inc. and Related Companies
Common stock Exchanged for the
Common Stock of Whitehall Homes II, Inc. (38,853) 1,913,031 1,874,178
----------- ---------- ----------
Total Liabilities and Stock-
holders' Equity $ 4,494,360 $4,413,031 $8,907,391
=========== ========== ==========
</TABLE>
The accompanying Notes are an integral part of the Combined Financial
Statements
-8-
ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 83
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AND WHITEHALL HOMES II, INC.
AS OF DECEMBER 31, 1997 AND DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Combination:
The Combined Financial Statements include the assets, liabilities,
income and expense accounts of the following listed companies after elimination
of all significant inter-company accounts and transactions:
Whitehall Homes, Inc. Fairway Lakes Homes, Inc.
U-Store It, Inc. Whitehall Homes At Maple Hammock, Inc.
Whitehall Homes At Avalon, Inc. Whitehall Management, Inc.
Bermuda Development Corporation Beekman Village Development Corporation
Whitehall Associates, Inc.
Property and Equipment is depreciated over the estimated useful lives
of the assets using the straight-line method. Expenditures for maintenance,
repairs, renewals and betterments, which do not materially prolong useful lives
of the assets are charged to income as incurred. The cost of property retired
or sold and the related accumulated depreciation is removed from the accounts
and any gain or loss from sales is recorded as income.
NOTE 2 - DESCRIPTION OF THE BUSINESS
Whitehall Homes, Inc. and Affiliated Companies were originally formed
in 1985 by the major stockholders to develop land and construct single family
and/or multi-family housing either in their own affiliated companies or in
joint ventures with others. All project costs are recorded on a specific job
basis. All properties are carried at the lower of carrying amount or fair value
less cost to sell. Project costs of real estate projects may be direct or
indirect. Direct costs that are related to the acquisition development, and
construction of a real estate project are capitalized as project costs.
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ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 84
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AND WHITEHALL HOMES II, INC.
AS OF DECEMBER 31, 1997 AND DECEMBER 31, 1998
NOTES TO THE COMBINED FINANCIAL STATEMENTS:
NOTE 2 - DESCRIPTION OF THE BUSINESS (Continued)
Indirect costs of real estate projects that can be identified clearly
to specific projects under development or construction are capitalized as
project costs, or allocated to several real estate projects under development
or construction on a reasonable basis. Indirect costs on real estate projects
not under development or construction are expensed as incurred, including
general and administrative expenses.
NOTE 3 - DEBT
The companies were indebted to various lending institutions as
follows:
<TABLE>
<CAPTION>
December 31,
------------
1997 1998
---------- ----------
<S> <C> <C>
Land and Land Development Loans - secured by land and
land improvements prior to building activities:
Bermuda Development Corp-Interest
@ 1% to 1.50% over prime rate $ 553,672 $ 316,000
Whitehall Homes at Avalon, Inc.
Interest @1.00% over prime rate -0- 81,100
---------- ----------
$ 553,672 $ 391,100
========== ==========
Construction Loans - secured by specific homes under
construction, interest at 1.00% to 1.50% over prime rate,
maximum loans may net exceed $3,087,400 at
December 31, 1998. Payable upon sale of homes $ 558,642 $1,168,203
========== ==========
Notes Payable:
Secured by mortgage on land and buildings, Interest
at 1.50% over prime rate. Payable on a 20 year
schedule, all due and payable on February 26, 2006 $ 377,393 $ 367,744
Installment Notes - secured by computer equipment and
loader, due April 2002 73,503 52,269
Secured by mortgage on U-Store It, Inc. land, payable to
three individuals upon sale. Interest @12.00% 300,000 300,000
Unsecured line of credit payable to bank, interest @1.50%
over prime rate guaranteed by stockholders 183,649 41,818
Unsecured note; interest @ 1% over prime rate 180,077 200,000
Unsecured note; interest @2.25% over prime rate; due
September 2, 1999 100,000 100,000
---------- ----------
$1,214,622 $1,061,831
========== ==========
</TABLE>
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ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 85
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AND WHITEHALL HOMES II, INC.
AS OF DECEMBER 31, 1997 AND DECEMBER 31, 1998
NOTES TO THE COMBINED FINANCIAL STATEMENTS:
NOTE 4 - INCOME TAXES
The former stockholders of the companies had elected to be taxed under
the provisions of Sub Chapter S of the United States Internal Revenue Code and
as a result, the Corporations were not liable for Federal Income Taxes for the
periods herein.
NOTE 5 - PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumption that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE 6 - COMMITMENTS AND CONTINGENCY:
Whitehall Homes, Inc. and its eight affiliated companies have secured
various lines of credit with financial institutions. The major stockholders has
guaranteed certain loans and/or assigned a life insurance policy as security.
NOTE 7 - SUBSEQUENT EVENTS:
On June 17, 1999, the closing date, but effective January 1, 1999,
Whitehall Homes II, Inc. entered into a definitive agreement to acquire all of
the outstanding capital stock of Whitehall Homes, Inc., U-Store It, Inc.,
Whitehall Homes at Avalon, Inc., Bermuda Development Corporation, Whitehall
Associates, Inc., Fairway Lakes Homes, Inc., Whitehall Homes at Maple Hammock,
Inc., Whitehall Management, Inc., and Beekman Village Development Corporation.
The agreed purchase price consists of a promissory note in the amount of
$2,500,000, bearing interest at the rate of seven percent (7%) per annum, all
interest and principal paid in seven (7) years from the date of execution and
delivery; and (b) the issuance of the common stock of Whitehall Homes II, Inc.
The acquisition was accounted for under the purchase method, whereby
the purchase price was allocated to the underlying assets and liabilities on
their estimated fair value. No goodwill is expected to result from this
transaction.
The details of this transaction are included in the attached Pro Forma Balance
Sheet as of January 1, 1999.
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ALEX N. CHAPLAN & ASSOCIATES
<PAGE> 86
WHITEHALL HOMES, INC. AND AFFILIATED COMPANIES
AND WHITEHALL HOMES II, INC.
AS OF DECEMBER 31, 1997 AND DECEMBER 31, 1998
NOTES TO THE COMBINED FINANCIAL STATEMENTS:
NOTE 7 - SUBSEQUENT EVENTS (Continued):
The Stockholders of Cambridge Universal Corporation met on June 17,
1999 and approved the following resolution and actions of their Board of
Directors:
1. Approved a reverse stock split of 1 common share for each 3
common shares outstanding.
2. Approved the exchange of 4,608,268 of post reverse stock
split shares for all the issued and outstanding common shares
of Whitehall Homes II, Inc. thereby making Whitehall Homes
II, Inc. a wholly owned subsidiary.
3. Approved the change of the corporate domicile from the state
of Colorado to the state of Florida.
4. Approved the change of the corporate name to Whitehall
Limited, Inc.
5. Approved the effective date of these resolutions to be
retroactive to January 1, 1999.
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ALEX N. CHAPLAN & ASSOCIATES
