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Previous: ALLSTATE LIFE OF NEW YORK VARIABLE ANNUITY ACCOUNT, NSAR-U, 2000-02-25 |
Next: OPPENHEIMER WORLD BOND FUND, 497, 2000-02-25 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - QSB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 1999
WHITEHALL LIMITED, INC.
(F/K/A/ CAMBRIDGE UNIVERSAL CORPORATION)
----------------------------------------
(Exact name of Registrant as specified in its charter)
Florida* 33-24387 84-1092599
-------- -------- ----------
State of other jurisdic- (Commission (IRS Employer
tion of incorporation File Number) Identification No.)
290 Cocoanut Avenue
Sarasota, Florida 34236
-----------------------
(Address of principal executive offices, including zip code)
941/954-1181
------------
(Registrant's telephone number, including area code)
* initially formed under the laws of the State of Colorado
-1-
<PAGE> 2
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
MANAGEMENT REPORT ON FINANCIAL STATEMENTS
September 30, 1999
TO ALL READERS OF THE ATTACHED FINANCIAL DATA:
The Company has prepared the attached Interim Consolidated Balance Sheet and
Interim Consolidated Statement of Stockholders Equity as of September 30, 1999,
and the Interim and Consolidated Statement of Income and Interim Consolidated
Statement 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 to the
best of their knowledge and belief they fairly represent the Financial Condition
of the Company and Results of Operations for the periods presented.
It should be duly noted that all of the attached Financial Data hereinafter
presented is totally without the benefit of Independent Audit.
WHITEHALL LIMITED, INC.
IT'S MANAGEMENT
-2-
<PAGE> 3
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INDEX TO INTERIM FINANCIAL STATEMENTS
September 30, 1999
<TABLE>
<CAPTION>
DESCRIPTION PAGE
- ----------- ----
<S> <C>
Management Report 2
Balance Sheet 5-6
Statement of Stockholders' Equity 7
Statements of Income 8
Statement of Cash Flows 9
Notes to Financial Statements 10-11
Signatures 12
</TABLE>
-3-
<PAGE> 4
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM FINANCIAL STATEMENTS
September 30, 1999
As Presented by Management
-4-
<PAGE> 5
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1999
<TABLE>
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash in Banks $276,769
Due from affiliated companies 234,147
Due from stockholder 452,380
-----------------
TOTAL CURRENT ASSETS $963,296
CONSTRUCTION COSTS IN PROGRESS
Land and development costs $3,813,052
Homes under construction and furnished models 4,079,220
-----------------
TOTAL CONSTRUCTION COSTS IN PROGRESS $7,892,272
PROPERTY AND EQUIPMENT
Office land and building $866,241
Office furniture and fixtures 57,253
Construction equipment 78,880
Vehicles 37,368
-----------------
TOTAL 1,039,742
Less: Depreciation 28,024
-----------------
TOTAL PROPERTY AND EQUIPMENT $1,011,718
OTHER ASSETS
Deposit on lot $50,000
Prepaid model lease 158,622
Miscellaneous 2,260
-----------------
TOTAL OTHER ASSETS $210,882
-----------------
TOTAL ASSETS $10,078,168
=================
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-5-
<PAGE> 6
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED BALANCE SHEETS (Page 2)
AS OF SEPTEMBER 30, 1999
<TABLE>
<S> <C> <C>
Liabilities and Stockholders' Equity
Liabilities:
Accounts Payable $ 722,727
Customers' Deposits 1,014,577
Due to Stockholders' 133,982
Due to Affiliates 185,500
Notes and Loans Payable:
Land and Development Loans 704,725
Construction Loans 1,979,337
Notes Payable 1,275,096
------------
Total $ 6,015,944
Note Payable to Stockholders 2,096,393
------------
Total Liabilities 8,112,337
Stockholders' Equity:
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 1,573,634
Retained Earnings <Deficit> (502,403)
------------
Total Stockholders' Equity $ 1,965,831
------------
Total Liabilities and Stockholders' Equity $ 10,078,168
============
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements
-6-
<PAGE> 7
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 - January 1, 1999 7,100,000 $ 190,448 0 $ (190,448)
Less: Reverse stock split:
1 share issued for each
3 shares exchanged 4,733,333 0 0 0
------------ ------------ ------------ -------------
Balance - After Reverse Stock Split 2,366,667 190,448 0 (190,448)
Add: Common Stock Issued to
acquire Whitehall Homes,
II, Inc., whereby it became a
100% subsidiary of Whitehall
Limited, Inc. 4,608,268 $ 2,277,786
Common Stock issued to
complete acquisition of
Whitehall Homes II, Inc. 1,971,065 0
To set-up par value @.10
per share -- 704,152 (704,152)
------------ ------------ ------------ -------------
Balance - January 1, 1999 8,946,000 $ 894,600 $ 1,573,634 $ (190,448)
Net Income <Loss> For The
Three Months Ended,
March 31, 1999 (27,499)
June 30, 1999 (142,473)
September 30, 1999 (141,983)
------------- ------------ ------------- -------------
Balance - September 30, 1999 8,946,000 $ 894,600 $ 1,573,634 $ (502,403)
============ ============ ============= =============
Net <Loss> Per Common Share:
March 31, 1999 $ (0.00307)
June 30, 1999 $ (0.01593)
September 30, 1999 $ (0.01587)
-------------
Total Net <Loss> Per Common Share (0.03487)
=============
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements
-7-
<PAGE> 8
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<S> <C> <C>
INCOME
Sales of homes and lots $1,706,126
Management fees 153,070
Real estate commissions 56,242
Interest Income 2,974
Other 66,156
-----------------
TOTAL INCOME $1,984,568
COST OF HOMES AND LOTS SOLD $1,648,728
-----------------
NET INCOME (BEFORE OPERATING EXPENSES) $335,840
OPERATING EXPENSES
Selling and General $176,236
Personnel 101,343
Office 76,453
Real estate commissions 64,299
-----------------
TOTAL OPERATING EXPENSES $418,331
-----------------
NET (LOSS) (BEFORE INTEREST
AND DEPRECIATION ($82,491)
OTHER EXPENSE
Interest $45,480
Depreciation 14,012
-----------------
TOTAL OTHER EXPENSE $59,492
-----------------
NET (LOSS) FOR THE PERIOD ($141,983)
=================
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements.
-8-
<PAGE> 9
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Net Income <Loss> $ (144,983)
Adjustments to reconcile net income <loss> to
net cash provided by operating activities:
Depreciation and Amortization 14,012
Increase/Decrease In:
Land and Development Costs 191,187
Construction in Progress-Homes and Models (224,898)
Customers' Deposits 219,484
Accounts Payable 126,315
Property and Equipment 0
Other Assets (46,376)
Due From/To Affiliates (145,262)
----------------
Net Cash Provided (Used) By Operating Activities $ (7,521)
Cash Flows From Investing and Financing Activities:
Net <Decrease> in Joint Ventures $ (2)
Net <Decrease> in Investment From Stockholder (403,607)
----------------
Net Cash Flows From Investing Activities $ (403,609)
Net Financing Activities:
Land and Development Loans $ (155,675)
Construction Loans 82,690
Notes Payable 241,745
Stockholders' Loans - Net (242,966)
Note Payable - Stockholders 403,607
----------------
Net Cash Flows Provided By Financing Activities $ 329,401
----------------
Net Cash Flows Provided By (Used) in investing
and Financing Activities (74,208)
----------------
Net <Decrease> In Cash (81,729)
Cash in Banks - July 1, 1999 358,498
----------------
Cash in Banks - September 30, 1999 $ 276,769
================
</TABLE>
The preceding management letter
and accounting notes to interim
financial statements are an integral part
of these statements
-9-
<PAGE> 10
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
NOTES TO THE INTERIM COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1998 AND 1999
NOTE I - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND LINE OF BUSINESS
CONSOLIDATION: The accompanying consolidated financial statements include the
accounts of The Company and its wholly-owned subsidiary WHITEHALL HOMES, II,
INC. after elimination of significant inter- company accounts and transactions.
Significant accounting policies and line of business have not changed
from June 30, 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
As of December 31, 1998, the major stockholders of the Company
contributed a security investment account containing securities with an original
cost basis of $403,607, and a fair value in excess of $500,000 as represented by
management. Management has since decided these securities were not appropriate
as an asset of the Company and have offset this amount as a reduction of Notes
Payable -Stockholders.
NOTE IV - STOCKHOLDERS EQUITY
Stockholders' meeting: on June 17, 1999 the Stockholders of the Company
approved the following resolutions, effective January 1, 1999:
1. To authorize the Board of Directors of the Company as presently
constituted to take such action as is necessary to permit the Company
to be domiciled and subject to the Florida Business Corporation Act
(the "Florida Act"), which action is expected to involve action by the
Board of Directors of the Company to qualify the Company as a foreign
corporation authorized to do business in Florida and thereafter the
adoption of the Florida Act pursuant to the provisions of the Florida
Act.
2. To cause to be prepared and filed under the Florida Act and such
statutes of Colorado as are still applicable
-10-
<PAGE> 11
WHITEHALL LIMITED, INC.
FKA CAMBRIDGE UNIVERSAL CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1998 AND 1999
Amended and Restated Articles of Incorporation of the Company pursuant
to which the name of the Company will be changed to WHITEHALL LIMITED,
INC. and the outstanding Common Stock of the Company will be
reclassified whereby each three Shares presently outstanding will
become one outstanding Share. The number of authorized shares of Common
Stock and Preferred Stock to be set forth in such Amended and Restated
Articles shall remain the same.
3. To authorize the Board of Directors to initiate and consummate a
business combination between the Company and a Florida corporate entity
known as Whitehall Homes II, Inc. pursuant to which combination
Whitehall Homes II, Inc. is expected to become a wholly-owned operating
subsidiary of the Company and the former shareholders of Whitehall
Homes II, Inc. will be issued Shares which will constitute, upon
issuance thereof, of not more than 61% of shares then outstanding as
adjusted for such issuance.
4. To ratify the adoption of new and successor Bylaws for the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule. (for SEC use only)
(b) None.
-11-
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITEHALL LIMITED, INC.
(FKA CAMBRIDGE UNIVERSAL CORPORATION)
Date 2/25/2000 By: /s/ Ronald Mustari
------------------------------- ------------------------------------
Ronald Mustari, President
and Chief Executive Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) FORM
10QSB FOR THE PERIOD JULY 1, 1999 TO SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENT.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 276,769
<SECURITIES> 0
<RECEIVABLES> 686,527
<ALLOWANCES> 0
<INVENTORY> 7,892,272
<CURRENT-ASSETS> 8,855,568
<PP&E> 1,039,742
<DEPRECIATION> 28,024
<TOTAL-ASSETS> 10,078,168
<CURRENT-LIABILITIES> 2,056,786
<BONDS> 3,959,158
0
0
<COMMON> 894,600
<OTHER-SE> 1,573,634
<TOTAL-LIABILITY-AND-EQUITY> 10,078,168
<SALES> 1,706,124
<TOTAL-REVENUES> 1,984,568
<CGS> 1,648,778
<TOTAL-COSTS> 1,648,778
<OTHER-EXPENSES> 432,343
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,480
<INCOME-PRETAX> (141,983)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (141,983)
<EPS-BASIC> 1587
<EPS-DILUTED> 1587
</TABLE>
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