--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
   (X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  For the fiscal year ending December 31, 2001

                                       OR

   (  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
            For the transition period from _________ to __________


                          Commission file number 1-4719

                             THE DELTONA CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                        59-0997584
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                    Identification Number)

      8014 SW 135th Street Road
             Ocala, FL                                          34473
(Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number, including area code (352) 307-8100

           Securities registered pursuant to Section 12(g) of the Act:

                           COMMON STOCK, $1 PAR VALUE
                                (Title of Class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [ ]

     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: $946,983(based upon the sales price at which shares were sold
on March 14, 2002 ($0.29 per share)  multiplied by the 3,265,458 shares of stock
owned by  non-affiliates,  excluding  voting stock held by directors,  executive
officers  and  beneficial  owners  of  more  than 10% of the Registrant's voting
stock; however, this does not constitute an admission that any such holder is an
"affiliate" for any purpose.)

     Indicate the number of shares  outstanding of the  Registrant's  classes of
common stock, as of the latest  practicable  date:  13,544,277  shares of common
stock,  $1 par value,  as of March 14,  2002,  excluding  12,228  shares held in
treasury.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE
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<PAGE>



                             THE DELTONA CORPORATION

                                      INDEX


Form 10-K                                                                Page
 Item No.                       Section Heading in Attached Material     Number
 ----------                     ------------------------------------     ------

PART I
  Items 1 and 2 .........       Business............................     1
                                   General..........................     1
                                   Forward Looking Statements.......     1
                                   Recent Developments..............     2
                                   Real Estate......................     2
                                   Other Businesses.................     8
                                   Employees........................     8
                                   Competition......................     8
                                   Regulation.......................     8
  Item 3 ................        Legal Proceedings..................     11

PART II
  Item 5 ................        Price Range of Common Stock and
                                  Dividends.........................     12
  Item 6 ................        Selected Consolidated Financial
                                  Information ......................     13
  Item 7 ................        Management's Discussion and
                                  Analysis of Financial Condition
                                  and Results of Operations.........     14
  Item 7A................        Disclosures and Market Risk........     21
  Item 8 ................        Index to Consolidated Financial
                                  Statements and Supplemental Data..     23
  Item 9 ................        Independent Public Accountants.....     41

PART III
  Item 10................        Directors and Executive Officers
                                  of the Registrant.................     42
  Item 11................        Executive Compensation.............     45
  Item 12................        Security Ownership of Certain
                                  Beneficial Owners and Management..     47
  Item 13................        Certain Relationships and Related
                                  Transactions......................     49

PART IV
  Item 14 ...............        Exhibits, Financial Statement
                                  Schedules and Reports on Form 8-K.     51



<PAGE>



ITEMS 1 AND 2

                                    BUSINESS

General

     The  Company  was  founded  in  1962  and  is  principally  engaged  in the
development and sale of Florida real estate,  through the development of planned
communities on land acquired for that purpose.  The Company offers single-family
lots and multi-family and commercial tracts for sale, in communities designed by
the Company.  The Company is the  developer  of eleven  planned  communities  in
Florida, including TimberWalk, which is located in the western portion of Marion
Oaks.  Of  those  eleven  planned  communities,  two are in  various  stages  of
development.   The  Company  plans,  designs  and  develops  roads,   waterways,
recreational  amenities,  grading and drainage systems within these communities.
Since  1962,  the  Company  has  sold  over  157,000   single-family   lots  and
multi-family  and  commercial  tracts in its  communities,  in  addition to over
13,000 single-family homes and over 4,300 multi-family housing units.

     The   Company's   land   holdings  in  Florida   include  an  inventory  of
approximately  16,000 unsold platted  single-family  and  multi-family  lots and
commercial tracts.  (Platting is the process of recording, in the public records
of the county where the land is located,  a map or survey  delineating the legal
boundaries of the lots and tracts.) See "Real Estate: Land".

     The  Company  also  operates  other  businesses  related to its real estate
activities,  such as a  title  insurance  company  and a real  estate  brokerage
company.  In addition,  the Company has designed and constructed  country clubs,
golf courses and other recreational  amenities at its communities,  and operated
such amenities until their conveyance or sale.

     Historically,  the Company had designed,  constructed and operated  utility
systems  for the  distribution  of water and LP gas and for the  collection  and
treatment of sewage, primarily at the Company's communities. However, on June 6,
1989, Topeka Group  Incorporated  ("Topeka"),  a subsidiary of Minnesota Power &
Light Company ("MPL"), exchanged the Company's Preferred Stock which it acquired
in November,  1985 for the Company's utility  subsidiaries.  The Company entered
into a Developer  Agreement  for each of its  communities,  which  provides  the
policies for water and sewer  utility  services to the Company and the Company's
customers.

     The Company is  incorporated  in Delaware and has its  principal  office at
8014 SW 135th  Street  Road,  Ocala,  Florida  34473.  Its  telephone  number is
(352)307-8100.  The Company,  as used herein,  refers to The Deltona Corporation
and, unless the context otherwise indicates, its wholly-owned subsidiaries.

Forward Looking Statements

     This annual  report on Form 10-K of The Deltona  Corporation.  for the year
ended December 31, 2001 contains certain  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby.  To the extent that such statements
are  not   recitations   of  historical   fact,   such   statements   constitute
forward-looking   statements   which,   by   definition,   involve   risks   and
uncertainties. In particular,  statements under Items 1 and 2, Business, Item 5,
Price Range of Common Stock and Dividends,  and Item 7, Management's  Discussion
and  Analysis  of  Financial   Condition  and  Results  of  Operation,   contain
forward-looking  statements.  Where, in any forward-looking  statement,  Deltona
expresses  an  expectation  or belief  as to  future  results  or  events,  such
expectation or belief is expressed in good faith and believed to have reasonable
basis, but there can be no assurance that the statement of expectation or belief
will result or be achieved or accomplished.

     All of the above  estimates  are based on the current  expectations  of our
management  team,  which  may  change  in the  future  due to a large  number of
potential events, including unanticipated future developments.

     The following factors are factors that could cause actual results or events
to differ materially from those  anticipated,  and include,  but are not limited
to: the  availability  of operating  capital,  general  economic,  financial and
business  conditions;

                                        1

<PAGE>


competition for customers in the single- and multi-family home market; the costs
of construction; and changes in and compliance with governmental regulations.

Recent Developments

     On  December  13,  2001,  the Board of  Directors  approved a 1 for 500,000
reverse  split of the  Company's  common  stock and a related  amendment  to the
Company's Articles of Incorporation  reducing the number of authorized shares to
30. Both actions are subject to  stockholder  approval.  The Company has filed a
Form 13E(3) and a preliminary  proxy  statement  related to the  proposals.  The
effect of the  reverse  split  will be to  reduce  the  number of the  Company's
stockholders  to two  stockholders:  Selex  International,  B.V., a  Netherlands
corporation  ("Selex")  and  Yasawa  Holdings,   N.V.,  a  Netherlands  Antilles
corporation ("Yasawa"). The date of the meeting of stockholders to consider both
matters will be determined upon the conclusion of SEC review.

     During 2001, Swan Development  Corporation ( "Swan")  continued to loan the
Company  funds  to  meet  its  working  capital   requirements.   The  Company's
outstanding  debt to Swan,  which is secured by a second  lien on the  Company's
receivables,  was $ 5,929,000  as of December  31,  2001.  The Company  signed a
promissory  note to Swan in March 1999,  which  provides that funds  advanced by
Swan will be paid back by the Company monthly in contracts receivables at 90% of
face value,  with recourse.  There is no interest for the first six months after
an  advance  of money is  received  from  Swan by the  Company;  thereafter  the
interest  was 6% per  annum  on the  outstanding  balance  of the  advance.  The
interest  rate was changed  effective  January 1, 2001 to the prime rate,  to be
adjusted semi-annually  thereafter, to equal the prime rate then in effect. Each
time an  advance is made,  a  supplemental  note is  signed.  The amount of each
monthly  payment  will vary and will be  dependent  upon the amount of contracts
receivable in the Company's  portfolio,  excluding contracts  receivable held as
collateral for prior receivable  sales.  Pursuant to the terms of the promissory
note,  the Company is required to transfer to Swan monthly as debt repayment all
current  contracts  receivable  in the  Company's  portfolio  in  excess  of the
aggregate  sum of $500,000.  Funds  advanced by Swan were used by the Company to
meet the Company's working capital requirements. From January 2001 to June 2001,
the interest rate on the outstanding  debt was 9.5%, which was prime. As of July
2001,  the interest  rate on the  outstanding  debt was adjusted to 6.5%,  which
equals the prime rate as of July 1, 2001.  As of December  31,  2001,  the total
amount of  interest  accrued is  approximately  $591,000,  which is  included in
accrued expenses.

     During  2001,  the Company  entered  into a joint  venture  agreement  (the
"Venture")  with  Scafholding,  for the purchase of property  tax  certificates,
application of tax deeds,  administration  and the acquisition and sale of land.
The Company provides administrative, managerial, sales and marketing services to
the Venture.  The Company is reimbursed by the Venture for all  commissions  and
marketing  costs  plus an  administrative  fee of 10% of all sales  consummated.
Scafholding  provides  financing  to the  Venture  and has  loaned  the  Venture
approximately $1,200,000 as of December 31, 2001. There are no capital financing
requirements on behalf of the Company due into the Venture.

Real Estate

     The Company is primarily  involved  with the  development  and marketing of
planned  communities  in Florida  since  1962.  The  following  table sets forth
certain information about these communities and other land assets of the Company
as of December 31, 2000. For a detailed  description of these  communities,  see
"Existing Communities" and "Other Properties".

                                        2

<PAGE>


<TABLE>
<CAPTION>
                              Existing Communities

                                                                    Platted                 Unsold Platted
                           Acreage    Initial            Estimated  Lots & Tracts            Lots & Tracts
                           In         Acquisition Year   Current    in Masterplan  Unimproved           Improved
                           Masterplan Year        Opened Population     (a)         (a) (b)             (a) (b)
                           ---------- ----        ------ ---------- -------------  ----------           ---------
<S>                        <C>        <C>         <C>    <C>        <C>            <C>                  <C>

* Deltona Lakes ..........  17,203    1962         1962    75,580     34,964           --                   6
* Marco Island(c) ........   7,844    1964         1965    45,140      8,657           --                   --
* Spring Hill(d) .........  17,240    1966         1967    77,100     32,909           --                   7
* Citrus Springs(e)  .....  15,954    1969         1970     7,170     33,783           --                  11(h)
* St. Augustine Shores....   1,985    1969         1970     7,890      3,130           --                   -(h)
  Sunny Hills (g).........  17,743    1968         1971     1,420     26,251         12,536               685
* Pine Ridge .............   9,994    1969         1972     4,290      4,833           --                   3
  Marion Oaks(e)(f)  .....  14,644    1969         1973     9,296     27,537          2,071(f)          1,024(f)(h)
* Seminole Woods .........   1,554    1969         1979       550        262           --                  --

  There is no unplatted acreage in any community

Joint Venture Community:

* Tierra Verde ...........     666    1976         1977     5,530      1,036           --                  --
                               ---    ----         ----     -----      -----         ------             -----

        Total ............ 104,827                        222,270    173,362         14,607             1,736
                           =======                        =======    =======         ======             =====


                                Other Properties

                                      Initial
                                      Acquisition
                                      Year                 Acres
Other Land Assets:
Other land adjacent to
 existing communities(h)..            Various              92
                                                           --

             Total.....                                    92
                                                           ==
 <FN>
---------------
 *        Development completed.

 (a)        Excluded from these lots and tracts are  approximately  98  improved
            and 90 unimproved lots and tracts that are required for drainage and
            cannot be sold,  and  approximately  172 improved and 338 unimproved
            lots and tracts that have been removed from sale for encumbrances or
            additional  site  development,  which  can only be sold  when  these
            issues are resolved.  Also  excluded are  amenities  consisting of 2
            administration  facility sites, 2 recreational  facility sites and 1
            unimproved  golf course site , as well as  approximately  260 tracts
            reserved for community usage such as for  greenbelts,  buffer areas,
            church and school sites.

(b)         "Unimproved  Unsold  Platted  Lots & Tracts"  and  "Improved  Unsold
            Platted  Lots &  Tracts",  when added to lots and  tracts  sold,  as
            described in "Existing  Communities",  may not equal "Platted Lots &
            Tracts in Masterplan" for various  reasons,  such as the subdivision
            of tracts into two or more parcels for sale to different purchasers.

(c)         Excludes permit denial areas; reflects seasonal population.

(d)         Includes the South Hernando U.S. # 19 Commerce Center.

(e)         Excludes 83 Citrus  Springs and 63 Marion Oaks  improved lots deeded
            to a purchaser of the  Company's  contracts  receivable  as exchange
            inventory to be available for customers who pre-pay their  contracts
            prior to the  installation of water service lines within one mile of
            their  homesite  and who wish to  commence  immediate  construction.
            Unused  exchanged  inventory  will be reconveyed to the Company when
            all purchased receivables have matured and are paid in full.

(f)         Includes TimberWalk

(g)         Excludes  3,637 acres of unplatted  natural  preserve in  Washington
            County  restricted for  recreational,  open space/park use which can
            only be sold subject to the underlying land use restrictions.

(h)         Not included are 574 improved lots deeded to a collateral trustee on
            behalf of a purchaser of the Company's contract  receivables so they
            may be sold by the Company to create additional  receivables for the
            Company's  replacement  obligation.  These lots are comprised of 482
            lots in Citrus  Springs,  91 lots in  Marion  Oaks and 1 lot in St.
            Augustine Shores.
</FN>
</TABLE>
                                       3

<PAGE>

  Land

     In  selecting  sites for its  communities,  the  Company  examined  various
demographic and economic factors,  the regulatory  climate,  the availability of
governmental services and medical,  educational and commercial  facilities,  and
estimated  development  costs.  Its communities are accessible to major highways
and Florida's major  metropolitan  areas and are near at least one large body of
water that can be used for  recreational  purposes.  Other  criteria used by the
Company  in site  selection  are the  suitability  of the  land for  natural  or
engineered drainage and the availability of a sufficient supply of potable water
to support the community's anticipated population.

     The master plans of the Company's communities have been designed to provide
for amenities  such as golf courses,  greenbelt  areas,  parks and  recreational
areas, as well as for the basic infrastructure,  such as roads and water, and in
selected  development  areas,  sewer  lines.  Sites are set  aside for  shopping
centers,  schools, houses of worship, medical centers and public facilities such
as libraries and fire stations.

     In its major planned communities, the Company offers for sale lot and house
"packages" situated on paved streets.  In other areas of these communities,  the
Company historically has sold single-family lots and multi-family and commercial
tracts on an  installment  basis.  Prior to 1991,  the  Company  sold such land,
subject to a future development obligation, accepting down payments as low as 5%
of the sales price,  with the balance  payable over periods ranging from 2 to 15
years,  depending on the payment plan selected.  When the applicable  rescission
period  expired and the Company  received at least 10% of the  contracted  sales
price,  a substantial  portion of the revenue and related profit on the sale was
recognized,  with the remaining  revenue and profit  deferred and  recognized as
land improvements such as street paving occurred.

     Due to various  factors,  since 1986,  the Company had  utilized a deed and
mortgage  format  for  effecting  certain  sales in its  communities.  Beginning
September 29, 1990, the Company changed its method of recognizing  land sales by
recording the sale of lots,  subject to a future development  obligation,  under
the deposit method; since January 1, 1991, no sale has been recognized until the
Company  receives at least 20% of the contracted  sales price;  and beginning in
the fourth quarter of 1991, the Company  limited the sale of lots to those which
front on a paved  street  and are ready for  immediate  building.  See Note 1 to
Consolidated Financial Statements.

     A portion of the  contract  purchase  price is  discounted  and  treated as
interest  income to be amortized over the life of the contract.  Interest income
is also earned in accordance  with the interest  rate stated in the  installment
land sales  contract  or  promissory  note.  The  Company  further  provides  an
allowance for contract  cancellations based on the historical  experience of the
Company for such cancellations.

     Substantially  all of the Company's  single-family lot and multi-family and
commercial  tract  sales  have been made on an  installment  basis.  Of the over
157,000  lots and  tracts  sold since the  Company's  inception,  313  contracts
receivable  presently  exist with respect to lots and tracts with an outstanding
balance of approximately  $1,115,000 at December 31, 2001,  excluding  contracts
receivable of which the Company is a guarantor. See "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations"  and Note 2 to
Consolidated Financial Statements.

Housing

     Historically, the Company has been involved in the design, construction and
marketing  of  single-family  homes and  multi-family  housing,  including  both
condominium apartment complexes and a vacation ownership  (timesharing) project.
Since  commencing  operations,  the Company has constructed and sold over 13,000
single-family   homes  and  over  4,300   multi-family   housing  units  in  its
communities,  with much of the actual construction  performed by subcontractors.
Revenues,  as well as related costs and expenses,  from  single-family  home and
vacation ownership sales are recorded at the time of closing.

                                        4

<PAGE>

     Single-Family Housing

     The Company's homes are designed to fit the needs and wants of a variety of
housing  customers:  models  range from 1,692  square feet to 2,895 square feet.
From the  smallest  home to the  largest,  these  homes  feature 2 car  garages,
cathedral  ceilings  over the main living  areas,  ceramic  tile  foyers,  plant
shelves,  large  fully  equipped  kitchens  (most with  breakfast  nooks or good
morning rooms),  fully enclosed laundry centers,  impressive  master suites with
walk-in closets and large bedrooms.  A model center is open at Marion Oaks and a
new model center is  scheduled to open in Sunny Hills in March 2002.  Houses are
sold with the lot included in the sales price;  however, the Company also offers
a "build on your own lot"  program  for  those  purchasers  who have  previously
acquired a lot. The FeatherNest Housing Village in Marion Oaks, where the lot is
included  in the  price  of the  home,  is  owned  by  Conquistador  Development
Corporation  and marketed by the Company.  All housing sales are made within the
local  market  and  through  the  Company's   independent  dealer  network.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations".

     The Company is directing a greater portion of its marketing  efforts to the
sale of lots with homes or lots with compulsory  building  obligations to offset
the negative cash effects of installment land sales, where the purchase price of
the lot is paid over several years and there is no commitment to build.

     Multi-Family Housing

     The Company has designed,  constructed and sold more than 4,300 condominium
apartment  units at its  communities  in  buildings  ranging  from  garden-style
apartment  complexes  to luxury  high-rise  towers.  Every  condominium  complex
constructed  by the  Company  includes  at least one pool and patio  area;  many
feature tennis courts and other recreational amenities.

     The Company's limited inventory of multi-family  housing is at its vacation
ownership complex, The Surf Club, located on the Gulf of Mexico at Marco Island.
The bulk of its inventory at The Surf Club was sold prior to 1990.

Marketing

     The  Company  has  historically  sold land and  housing on a  national  and
international basis through independent dealers in the United States, Canada and
overseas, as well as through Company-affiliated  salespeople. For the year ended
December 31, 2001,  sales by independent  dealers in the United States accounted
for approximately 100% (in dollar volume) of new land sales contracts.

     Existing Communities

     Deltona Lakes

     Deltona  Lakes is located 26 miles  northeast of Orlando,  with its popular
tourist  attractions  of Disney  World and Sea  World,  and is  bordered  on the
northwest by Interstate 4. Opened in 1962,  Deltona Lakes is now an incorporated
city with a population of approximately  75,580. Over 30,000 lots and tracts and
over  4,500  single  and  multi-family  housing  units  have  been  sold at this
community.

     Recreational  amenities constructed by the Company include tennis courts, a
golf course and  country  club  (which  were sold in 1983),  and a  recreational
complex on the shores of Lake Monroe.  A 133-room motel,  an industrial  park, a
medical complex,  several shopping centers,  numerous houses of worship,  a fire
station, a public library and schools are located in the community.  The Company
has completed development of this community.

     Marco Island

     The Company's resort community of Marco Island is located 104 miles west of
Miami and approximately 17 miles south of Naples,  Florida.  Over 8,500 lots and
tracts and over 4,200 single and  multi-family  housing  units have been sold

                                        5

<PAGE>

in this community.  More than 45,140 persons reside at Marco Island, including a
population  which more than triples during the winter season.  It is the largest
of Florida's Ten Thousand  Islands and is known for its  recreational  amenities
which,  in addition to its 3 1/2 mile white sand beach,  sport fishing,  sailing
and shelling,  include golf, tennis, swimming and other recreational activities.
The island  community has several major  shopping  centers,  banks and savings &
loan associations, and medical and professional centers.

     Since the community's  opening in January,  1965, the Company has built and
operated a yacht club and marina,  the Marco  Beach  Hotel & Villas,  and a golf
course and  country  club,  all of which have been sold.  The  Company  has also
constructed  and sold over  3,300  condominium  units on the island and The Surf
Club, a 44 unit vacation ownership  complex.  In 1990, the Company completed the
sale of substantially all of its remaining  vacation ownership weeks at The Surf
Club.

     Spring Hill

     Spring  Hill,  with an  estimated  population  of over 77,100 is located 45
miles north of Tampa-St.  Petersburg. Over 32,000 lots and tracts and over 4,000
single-family  homes  have  been  sold  in  this  community.   The  Company  has
constructed a recreation  complex,  a country club, and two golf courses,  which
have been sold. Several shopping centers and medical centers,  schools, numerous
houses of worship and fire  stations are located in the  community.  The Company
has completed the development of this community.

     Citrus Springs

     Citrus  Springs,  with an estimated  population of over 7,170 is located 28
miles southwest of Ocala and 25 miles from the Gulf of Mexico.  Over 30,000 lots
and tracts and over 700 single-family homes have been sold at this community.  A
golf  course and a  clubhouse  (sold in 1990) and a  community  center have been
completed by the Company.  Several churches,  schools and a convenience shopping
area are located in the  community.  In 1992,  most of the  Company's  remaining
inventory  at  this  community  was  sold  to  Citony  Development   Corporation
("Citony") for  approximately  $6,500,000.  The Company  provides  miscellaneous
administrative assistance and loan servicing to Citony for a fee.

     St. Augustine Shores

     St.  Augustine  Shores,  with a  population  estimated  to be over 7,890 is
located seven miles south of St.  Augustine,  between the Intracoastal  Waterway
and U.S.  Highway 1. In December  1997,  the Company  sold all of its  remaining
inventory at St. Augustine Shores to Swan Development  Corporation  ("Swan"). As
part of the purchase,  Swan assumed the liability  for  completing  improvements
within St. Augustine Shores.

     Certain common areas of the community,  such as parks and swale areas,  are
maintained  by the  St.  Augustine  Shores  Service  Corporation,  a  non-profit
corporation,  of which  all  property  owners  are  members.  Several  houses of
worship,  shopping  facilities,  a recreational  building and a golf and country
club are also located in the community.

     Sunny Hills

     Sunny Hills,  with a population of over 1,420 residents,  is located in the
Florida  Panhandle,  45 miles  north of the Gulf of Mexico and 35 miles north of
Panama City. Over 12,000 lots and tracts and 300  single-family  homes have been
sold at this community.  The community  includes a golf course and country club,
which  was sold by the  Company,  several  houses  of  worship  and  convenience
shopping.

     During  2001,  the Company  initiated  construction  of four model homes in
Sunny Hills.  The  Company's  homes are designed to fit the needs and wants of a
variety of housing  customers:  models  range from 1,904 to 2,498  total  square
feet.  The  construction  of these models is to test the market and future sales
potential in the geographical area. The Sunny Hills model center is scheduled to
open in March  2002.  Houses  will be sold  with the lot  included  in the sales
price,  however  the company  also offers a "build on your own lot"  program for
those  purchasers  who have  previously  acquired a lot.  All housing  sales are
expected  to  be  made  within  the  local  market  and  through  the  Company's
independent  dealer  network.

                                      6

<PAGE>

During 2001, the Company  expended  approximately  $225,000 for  construction of
these model homes.  It is estimated that an additional  $233,000 of capital will
be required in order to complete these models and associated improvements.

     Revenues in 2002 will be generated  from the sale of land  inventory,  from
house  sales,  from the  recognition  of  deferred  revenue as land  development
proceeds,  from  collections  on  existing  contracts  receivable  and  from the
Company's real estate brokerage subsidiary operation.

     Pine Ridge

     Pine Ridge,  with a population of  approximately  4,290 is located 34 miles
southwest of Ocala.  The community's  facilities  include an equestrian club and
tennis  courts.  The  Company  sold over  3,500 lots and tracts and more than 53
single-family  homes in Pine Ridge prior to the sale of its remaining  inventory
in 1987.

     Marion Oaks

     Marion Oaks, with a population of over 9,296 residents, is located 12 miles
southwest of Ocala. Over 23,000 lots and tracts have been sold in the community.
The community includes playgrounds, two golf courses (both of which are owned by
third parties),  several  recreation  buildings,  community shopping centers and
several houses of worship. In addition,  this community is home to the Company's
corporate headquarters.

     The Company's homes, constructed by an independent builder, are designed to
fit the needs and wants of a variety of  housing  customers:  models  range from
1,692 square feet to 2,895 square feet.  From the smallest  home to the largest,
these  homes  feature 2 car  garages,  cathedral  ceilings  over the main living
areas, ceramic tile foyers,  plant shelves,  large fully equipped kitchens (most
with breakfast nooks or good morning  rooms),  fully enclosed  laundry  centers,
impressive master suites with walk-in closets and large bedrooms. A model center
is open at  Marion  Oaks.  Houses  are sold with the lot  included  in the sales
price;  however,  the Company  also offers a "build on your own lot" program for
those  purchasers who have previously  acquired a lot. The  FeatherNest  Housing
Village in Marion Oaks,  where the lot is included in the price of the home,  is
owned by Conquistador  Development  Corporation and marketed by the Company. All
housing  sales are made  within  the local  market  and  through  the  Company's
independent dealer network. During 2001, the Company continued to construct spec
homes and these homes generally sold prior to completion of construction.

     Revenues in 2002 will be generated  from the sale of land  inventory,  from
housing  sales,  from the  recognition of deferred  revenue as land  development
proceeds,  from  collections  on  existing  contracts  receivable  and  from the
Company's real estate brokerage and title company subsidiary operations.

      Seminole Woods

     Seminole Woods,  with a population of over 550, is comprised of 1,554 acres
of property located 20 miles north of Orlando. The community's 262 single-family
lots,  each  with a  minimum  of five  acres,  have  been  sold and  development
completed.

     Tierra Verde

     Tierra  Verde,  with a population of over 5,360,  is a 666-acre  waterfront
subdivision  located eight miles south of St.  Petersburg.  It was developed and
marketed  pursuant to a 50% joint  venture,  which no longer  exists,  between a
wholly-owned  subsidiary  of the Company and an  unaffiliated  corporation.  The
community has been sold out and development completed.

     Other Land Assets

     The Company also owns 92 acres of land in Florida  adjacent to its existing
communities.

                                        7

<PAGE>

Other Businesses

     The Company's title  insurance  subsidiary was established in 1978 in order
to reduce title  insurance,  legal and certain related closing costs incurred by
the Company in transferring title of its land and housing to its purchasers. The
subsidiary serves as an agent for TICOR Title Insurance  Company,  Chicago Title
Insurance  Company and other title  insurers.  The Company's  realty  subsidiary
performs real estate  brokerage and rental services at the Company's Marion Oaks
and Sunny Hills communities.

Employees

     At  December  31,  2001,  the  Company  had 37  employees,  of whom 34 were
involved  in  executive,   administrative,   sales  and  community  development/
maintenance  capacities and 3 were involved with the title insurance subsidiary.
Certain  of  the   Company's   development   activities   are   carried  out  by
subcontractors  who separately employ additional  personnel.  For the most part,
the Company's  marketing  activities are carried out by independent  dealers and
marketing personnel employed by the Company and its subsidiaries.

Competition

     The  Company  faces  competition  in the  sale of its lots  primarily  from
property owners in the Company's  communities  seeking to resell their land. The
Company is also facing competition, on a regional level, from other builders and
developers in the sale of single-family  housing.  Such competition is generally
based upon location, price, reputation,  quality of product and the existence of
commercial and recreational facilities and amenities.

Regulation

     The  Company's  real estate  business is subject to  regulation  by various
local, state and federal agencies.  The communities are increasingly  subject to
substantial regulation as they are planned, designed and constructed, the nature
of such regulation extending to improvements,  zoning, building,  environmental,
health and related matters. Although the Company has been able to operate within
the  regulatory  environment  in the past,  there can be no assurance  that such
regulations  could not be made more restrictive and thereby adversely affect the
Company's operations.

     Community Development

     In Florida, as in many growth areas, local governments have sought to limit
or control population growth in their communities  through  restrictive  zoning,
density reduction, the imposition of impact fees and more stringent development
requirements.  Although the Company has taken such factors into consideration in
its master  plans by  agreeing,  for example,  to make  improvements,  construct
public  facilities and dedicate  certain  property for public use, the increased
regulation  has  lengthened  the  development  process and added to  development
costs.

     The implementation of the Florida Growth Management Act of 1985 (the "Act")
precludes  the issuance of  development  orders or permits if public  facilities
such  as  transportation,  water  and  sewer  services  will  not  be  available
concurrent  with  development.  Development  orders have been  issued  for,  and
development  has  commenced  in,  the  Company's   existing   communities  (with
development  being  completed  in  certain  of  these  communities).  Thus,  the
Company's  communities  are  less  likely  to be  affected  by  the  new  growth
management policies than future communities. Any future communities developed by
the Company will be strongly impacted by new growth management  policies.  Since
the Act and its implications are  consistently  being  re-examined by the State,
together  with  local  governments  and  various  state and  local  governmental
agencies,  the Company  cannot  further  predict the timing or the effect of new
growth management policies,  but anticipates that such policies may increase the
Company's permitting and development costs.

     Environmental

     To varying  degrees,  certain  permits and  approvals  will be necessary to
complete the  development of Marion Oaks and Sunny Hills.  Despite the fact that
the Company has  obtained  substantially  all of the permits and  authorizations
necessary to proceed with its  development  work on communities  presently being
marketed,  additional  approvals  may be  required to

                                       8

<PAGE>


develop  certain platted  properties to be marketed in the future.  Although the
Company  cannot  predict the impact of such  requirements,  they could result in
delays and increased  expenditures.  In addition, the continued effectiveness of
permits and authorizations  already granted is subject to many factors,  some of
which,   including  changes  in  policies,   rules  and  regulations  and  their
interpretation and application, are beyond the Company's control.

     The Company is aware of studies indicating that prolonged exposure to radon
gas may be hazardous to one's health.  Such studies further  indicate that radon
gas  is  apparently   associated  with  mining  and  earth  moving   activities,
particularly in phosphate-bearing  geological formations. Since phosphate mining
has,  over the years,  constituted a  significant  industry in Florida,  various
state and local  governmental  agencies  are in the  process  of  attempting  to
determine  the nature and extent of indoor radon gas  intrusion  throughout  the
state. Similar studies undertaken by the Company at its Citrus Springs community
indicate that less than 1% of its property in that  community may be affected by
radon gas; studies conducted at the Company's Marion Oaks community  revealed no
indications of potential indoor radon gas problems. None of the other properties
owned by the Company are situated over geological formations which are suspected
of causing  radon gas  problems.  Consequently,  the  existence  of radon gas in
Florida is not expected to materially affect the business or financial condition
of the Company.

     The Company  owns and operates one above ground fuel storage tank at Marion
Oaks. The Florida Department of Environmental  Regulation ("DER") is responsible
not only for regulating this tank, but for developing and implementing plans and
programs to prevent the discharge of pollutants by the facility. The Company has
registered  this storage tank with the DER,  constructed  a  containment  device
around the above  ground  storage  tank and conducts  periodic  inspections  and
monitoring of the facility.  The Company  surveyed  this site,  which  exhibited
evidence of potential  soil  contamination  to the DER prior to the deadline for
acceptance into the Early Detection  Incentive ("EDI") Program.  The EDI Program
provides for the State to assume the financial  responsibility for any necessary
clean-up operations when suspected  contamination has been voluntarily  reported
by the  facility  owner and  accepted  into the program by the DER. The site has
been  inspected  and reviewed  under the EDI program and is in  compliance  with
current DER regulations.

     Marketing

     The Company is also subject to a number of statutes imposing  registration,
filing and disclosure  requirements  with respect to homesites and homes sold or
proposed to be sold to the public.  On the state level, the Company's land sales
activities  are subject to the  jurisdiction  of the  Division  of Florida  Land
Sales,   Condominiums   and  Mobile  Homes  (the   "Division")   which  requires
registration  of  subdividers  and  subdivided  land;  regulates the contents of
advertising  and other  promotional  material;  inspects the Company's  land and
development work; exercises jurisdiction over sales practices; and requires full
disclosure to prospective  purchasers of pertinent  information  relating to the
property offered for sale.

     Other Obligations

     As a result of the delays in completing  the land  improvements  to certain
property  sold in certain of its  Central  and North  Florida  communities,  the
Company fell behind in meeting its contractual  obligations to its customers. In
connection  with these delays,  in 1980 the Company entered into a Consent Order
with the Division  which  provided a program for notifying  affected  customers.
Since  1980,  the  Consent  Order  was  restated  and  amended   several  times,
culminating in the 1992 Deltona Consent Order.

     On December 30, 1997, the Division approved the formation of a Lot Exchange
Trust into which the Company conveyed  sufficient  exchange inventory to provide
exchanges  to  customers  with  undeveloped  lots.  Concurrently,  the  Division
released its lien on the Company's contracts receivable,  satisfied its mortgage
on the  Company's  property and approved a settlement  of all  remaining  issues
under  the 1992  Deltona  Consent  Order.  The 1992  Deltona  Consent  Order was
formally terminated on April 13, 1998.

     As of December 31, 2001, the Company had estimated development  obligations
of  approximately  $25,000 on sold property,  an estimated  liability to provide
title  insurance and deeding  costs of $145,000 and an estimated  cost of street
maintenance,  prior to assumption of such obligations by local  governments,  of
$638,000, all of which are included in

                                        9

<PAGE>

deferred revenue.  As of December 31, 2001 and December 31, 2000 the Company had
in escrow  approximately $7,000 specifically for land improvements at certain of
its Central and North Florida communities.  The Company's development obligation
had been  substantially  reduced in 1997 by the  consummation  of the  Agreement
approved by the  stockholders on November 4, 1997.  Approximately  $7,400,000 of
the  development  obligation  at St.  Augustine  Shores was assumed by Swan.  In
addition,  the  creation  of a  Lot  Exchange  Trust,  reduced  the  development
obligation at Marion Oaks and Sunny Hills by approximately $5,800,000.

     On the federal level, the Company's homesite  installment sales are subject
to the Federal Consumer Credit Protection ("Truth-in-Lending") Act. In addition,
the Company's  activities are subject to regulation by the Interstate Land Sales
Registration  Division  ("ILSRD"),  which  administers the Interstate Land Sales
Full  Disclosure  Act. That Act requires that the Company file with ILSRD copies
of  applicable  materials  on  file  with  the  Division  as to  all  properties
registered;  certain  properties  must be  registered  directly  with ILSRD,  in
addition to being registered with the Division.

     The Company has either  complied  with  applicable  statutory  requirements
relative to the  properties  it is  offering or has relied on various  statutory
exemptions  which have relieved the Company from such  registration,  filing and
disclosure requirements. If these exemptions do not continue to remain available
to the  Company,  compliance  with  such  statutes  may  result in delays in the
offering of the Company's properties to the public.

     The Company's land sales activities are further subject to the jurisdiction
of the laws of various states in which the Company's  properties are offered for
sale.  In  addition,  Florida  and other  jurisdictions  in which the  Company's
properties  are offered for sale have  strengthened,  or may  strengthen,  their
regulation  of  subdividers  and  subdivided  lands in order to provide  further
assurances to the public. The Company has attempted to take appropriate steps to
modify its marketing programs and registration  applications in the face of such
increased  regulation,  but has  incurred  additional  costs  and  delays in the
marketing of certain of its  properties  in certain  states and  countries.  For
example,  the Company has complied with the  regulations of certain states which
require  that the Company  sell its  properties  to  residents  of those  states
pursuant to a deed and  mortgage  transaction,  regardless  of the amount of the
down payment. The Company intends to continue to monitor any changes in statutes
or regulations  affecting,  or anticipated to affect, the sale of its properties
and  intends to take all  necessary  and  reasonable  action to assure  that its
properties  and its  proposed  marketing  programs are in  compliance  with such
regulations,  but there can be no  assurance  that the  Company  will be able to
timely  comply with all  regulatory  changes in all  jurisdictions  in which the
Company's properties are presently offered for sale to the public.

     Real estate  salespersons must, absent exemptions which may be available to
employees of the property owner,  be licensed in the  jurisdiction in which they
perform their activities. Real estate brokerage companies in Florida, as well as
their  brokers and  salespersons,  must be  licensed by the Florida  Real Estate
Commission.

     Miscellaneous

     Various subsidiaries and divisions of the Company are subject to regulation
by local,  state and federal agencies.  Such regulation extends to the licensing
of operations,  operating areas and personnel;  the  establishment of safety and
service standards; and various other matters.

                                       10
<PAGE>

ITEM 3

                                LEGAL PROCEEDINGS


     From  time  to  time  the   Company   may  become  a  party  to  legal  and
administrative  proceedings  arising  in the  ordinary  course of  business.  At
present,  the Company is not a party to any legal or  administrative  proceeding
which  might  have a  material  adverse  effect  on the  business  or  financial
condition of the Company.


                                       11

<PAGE>



ITEM 5


                    PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Company's  Common Stock is quoted  on the  Over-The-Counter  Bulletin  Board
("OTCBB")  under the symbol  DLTA.  According to the  Over-The-Counter  Bulletin
Board,  the low and high bid prices for the  Company's  stock  during the first,
second, third and fourth quarters of 2000 and 2001 were as follows:

                                 Low Bid      High Bid
                                 -------      --------
          1st quarter 2000       $ 0.19       $ 0.21
          2nd quarter 2000       $ 0.15       $ 0.25
          3rd quarter 2000       $ 0.18       $ 0.63
          4th quarter 2000       $ 0.14       $ 0.53
          1st quarter 2001       $ 0.16       $ 0.56
          2nd quarter 2001       $ 0.25       $ 0.45
          3rd quarter 2001       $ 0.25       $ 0.46
          4th quarter 2001       $ 0.25       $ 0.37

     As of March 14, 2002, there were approximately  1,765 record holders of the
Company's  Common  Stock.  The Company has not  privately  purchased or sold any
stock since September 30, 2001.

     The  Company  has never  paid  cash  dividends  on its  Common  Stock.  The
Company's loan agreements contain certain  restrictions which currently prohibit
the Company from paying dividends on its Common Stock.


                                       12

<PAGE>



ITEM 6

                   SELECTED CONSOLIDATED FINANCIAL INFORMATION

     The following table summarizes selected consolidated  financial information
and should be read in conjunction  with the Consolidated  Financial  Statements.
See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations".
<TABLE>
<CAPTION>
                       Consolidated Income Statement Data
                    (in thousands except per share amounts)

                                                                     Year Ending
                                    ----------------------------------------------------------------------------
                                    December 31,    December 31,    December 31,    December 31,    December 31,
                                       2001            2000            1999            1998            1997
                                    ------------    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>             <C>


Revenues ........................   $     14,145   $      9,617    $      8,837    $      6,487    $      9,425
Costs and expenses ..............         13,793         10,659           9,204           9,078          10,751
                                    ------------   ------------    ------------    ------------    ------------
Income (Loss) from continuing
 operations before income taxes..            352         (1,042)           (367)         (2,591)         (1,326)
Provision for income taxes ......            -0-            -0-             -0-             -0-             -0-
                                    ------------   ------------    ------------    ------------    ------------
Net income (loss) applicable
  to common stock ...............   $        352   $     (1,042)   $       (367)   $     (2,591)   $     (1,326)
                                    ============   ============    ============    ============    ============
Basic earnings per share amounts:
Net income (loss) ...............   $        .03   $       (.08)   $       (.03)   $       (.19)   $       (.20)
                                    ============   ============    ============    ============    ============
Weighted average common shares
 outstanding ....................     13,544,277     13,544,277      13,544,277      13,544,277       6,753,587
                                    ============   ============    ============    ============    ============


                         Consolidated Balance Sheet Data
                                 (in thousands)

                                   December 31,    December 31,    December 31,    December 31,    December 31,
                                       2001            2000            1999            1998            1997
                                    ------------    ------------    ------------    ------------    ------------

Total assets ....................   $ 13,430        $ 13,968        $ 11,913        $ 11,915        $ 13,560
                                    ========        ========        ========        ========        ========

Liabilities .....................   $ 21,747        $ 22,807        $ 20,117        $ 20,175        $ 19,174
Stockholders' equity
 (deficiency) ...................     (8,317)         (8,839)         (8,204)         (8,260)         (5,614)
                                    --------        --------        --------        --------        --------
Total liabilities and
 stockholders' equity
 (deficiency) ...................   $ 13,430        $ 13,968        $ 11,913        $ 11,915        $ 13,560
                                    ========        ========        ========        ========        ========
</TABLE>

                                       13

<PAGE>



ITEM 7

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


From June 19,  1992  through  March 1999,  the  Company  had  entered  into loan
agreements with Selex International B.V., a Netherlands  corporation  ("Selex"),
Yasawa  Holdings,  N.V., a Netherlands  Antilles  Corporation  ("Yasawa"),  Swan
Development  Corporation  ("Swan") and related  parties,  including  Scafholding
B.V., a Netherlands  corporation  ("Scafholding").  Since  December,  1992,  the
Company has been  dependent on loans and advances from Selex,  Yasawa,  Swan and
their affiliates in order to meet its working capital requirements.

Scafholding agreed to purchase  contracts  receivable at 65% of face value, with
recourse,  to meet the  Company's  ongoing  capital  requirements.  During 1998,
Scafholding purchased approximately  $1,396,000 in contracts receivable from the
Company.

As of December 31, 1999, the Company had satisfied its principal debt obligation
to Scafholding. The Company's outstanding debt to Yasawa as of December 31, 2001
was $4,200,000.  The terms of repayment of the restructured  Yasawa loan provide
for monthly  payments of principal in the amount of $100,000  payable monthly in
cash or with contracts receivable at 100% of face value, with recourse. Interest
accrues on the declining  balance at the rate,  effective January 1, 1999, of 6%
per annum. The interest rate was again changed  effective January 1, 2001 to the
prime rate,  to be adjusted  semi-annually  thereafter,  to equal the prime rate
then in  effect.  From  January  2001 to June  2001,  the  interest  rate on the
outstanding  debt was 9.5%,  which was prime. As of July 2001, the interest rate
on the outstanding  debt has been adjusted to 6.5%,  which equals the prime rate
as of July 1, 2001. Yasawa and Scafholding have not required the Company to make
interest  payments  since  September 1, 1998. As of December 31, 2001, the total
amount of interest  accrued is  approximately  $1,456,000,  which is included in
accrued expenses.

From  October 9, 1998 through the  present,  Swan  continued to loan the Company
funds to meet its working capital  requirements.  The Company's outstanding debt
to Swan,  which is secured by a second lien on the  Company's  receivables,  was
$5,929,000 as of December 31, 2001. The Company signed a promissory note to Swan
in March 1999,  which  provides that funds advanced by Swan will be paid back by
the  Company  monthly  in  contracts  receivables  at 90% of  face  value,  with
recourse.  There is no  interest  for the first six  months  after an advance of
money is received from Swan by the Company;  thereafter  the interest was 6% per
annum on the outstanding  balance of the advance.  The interest rate was changed
effective  January  1,  2001 to the prime  rate,  to be  adjusted  semi-annually
thereafter,  to equal the prime  rate then in  effect.  Each time an  advance is
made, a  supplemental  note is signed.  The amount of each monthly  payment will
vary and will be  dependent  upon the  amount  of  contracts  receivable  in the
Company's portfolio, excluding contracts receivable held as collateral for prior
receivable  sales.  Pursuant to the terms of the promissory note, the Company is
required to transfer to Swan  monthly as debt  repayment  all current  contracts
receivable  in  the  Company's  portfolio  in  excess  of the  aggregate  sum of
$500,000.  Funds advanced by Swan were used by the Company to meet the Company's
working capital requirements.  From January 2001 to June 2001, the interest rate
on the outstanding debt was 9.5%, which was prime. As of July 2001, the interest
rate on the outstanding  debt has been adjusted to 6.5%,  which equals the prime
rate as of July 1, 2001.  As of December 31, 2001,  the total amount of interest
accrued is approximately $591,000, which is included in accrued expenses.

For 2001, the Company recorded interest expense for the first six months of each
loan  advance  from Swan that is  non-interest  bearing at the prime  rate,  the
Company's  incremental  borrowing rate.  Since the interest is not paid to Swan,
the amount calculated is recorded as a capital contribution  increase to capital
surplus.  For  2001,  the  Company  recorded  interest  expense  and  a  capital
contribution in the amount of approximately $170,000.

For 2000 and 1999, the Company recorded interest expense on all outstanding debt
balances  to  Yasawa,  Scafholding  and Swan at 8%,  the  Company's  incremental
borrowing rate. The difference between interest  calculated at 8% and the amount
accrued  under  the terms of the  respective  notes  was  recorded  as a capital
contribution  increase  to  capital  surplus.  For 2000 and  1999,  the  Company
recorded  interest  expense  and  a  capital   contribution  in  the  amount  of
approximately $408,000 and $423,000, respectively.

                                       14

<PAGE>


Results of Operations

  Years ended December 31, 2001 and December 31, 2000

     Revenues

     Total revenues were $14,145,000 for 2001 compared to $9,617,000 for 2000.

     Gross land sales were  $9,960,000 for 2001 versus  $6,804,000 for 2000. Net
land sales (gross land sales less estimated uncollectible  installment sales and
contract  valuation  discount)  increased  to  $7,689,000  for 2001  compared to
$4,896,000  for  2000.  The  increase  reflects  higher  sales by the  Company's
independent dealers and a lower estimate of uncollectible installment sales .

     New retail land sales contracts  entered into,  including  deposit sales on
which  the  Company  has  received  less  than 20% of the  sales  price,  net of
cancellations,  for the years ended December 31, 2001 and December 31, 2000 were
$10,258,000  and  $9,535,000,   respectively.  The  Company  had  a  backlog  of
$3,785,000  and  $4,413,000  in  unrecognized  sales as of December 31, 2001 and
2000,  respectively.  Such contracts are not included in retail land sales until
the  applicable  rescission  period has expired  and the  Company  has  received
payments  totaling  20%  of  the  contract  sales  price.  See  Note  1  to  the
Consolidated Financial Statements.

     Advertising  and marketing  costs are charges to operations  when incurred.
Sales  commissions  are recognized as a liability  when the related  contract is
accepted or as a prepaid asset when paid and charged to expense when the sale is
recognized as revenue.

     Housing revenues are not recognized from housing sales until the completion
of construction  and the passage of title.  Housing revenues were $4,975,000 for
2001  compared to  $3,231,000  for 2000.  The  increase  in housing  revenues is
directly related to the Company's expanded promotional programs for housing.

     Improvement  revenues  result from  recognition  of revenues  deferred from
prior period  sales.  Recognition  occurs as  development  work  proceeds on the
previously  sold  property  or  customers  are  exchanged  to a  developed  lot.
Improvement  revenues totaled $124,000 for 2001 as compared to $276,000 in 2000.
The decrease is a result of lower expenditures on development work.

     Interest  income was  $377,000  for 2001 as compared to $440,000  for 2000.
This decrease is the result of lower  contracts  receivable  balances  resulting
from the Company's repayment of debt to Swan and Yasawa.

     Gain on recovery of bad debt was $178,000 for 2001. The Company collected a
large, previously charged-off contract receivable in 2001.

     Other revenues were $801,000 for 2001 compared to $774,000 for 2000.  Other
revenues were generated  principally by the Company's  title  insurance and real
estate brokerage subsidiaries.

     Costs and Expenses

     Costs and expenses were  $13,793,000  for 2001 compared to $10,659,000  for
2000. Cost of sales totaled $6,216,000 for 2001 compared to $4,351,000 for 2000.
The increase reflects higher sales by the Company's independent dealers.

     Commissions,  advertising and other selling expenses totaled $4,690,000 for
2001 compared to $3,455,000 for 2000. Advertising was $194,000 for 2001 compared
to $351,000 for 2000. Other selling expenses were $1,207,000 in 2001 compared to
$1,170,000 in 2000.

                                       15

<PAGE>


     General and  administrative  expenses  were  $1,431,000 in 2001 compared to
$1,362,000 in 2000. General and administrative  expenses increased primarily due
to there being increased overhead.

     Real estate tax expense was $702,032 in 2001 compared to $598,000 in 2000.

     Interest expense was $754,000 in 2001 and $894,000 in 2000. The decrease in
interest expense is the result of a decrease in the interest rate on outstanding
debt offset somewhat by higher total outstanding debt. Interest in the amount of
$164,000 and $99,000 was capitalized in 2001 and 2000, respectively.

     Net Income

     The  Company  reported a net income of  $352,000  for 2001 as compared to a
net loss of $1,042,000 for 2000.

  Years ended December 31, 2000 and December 31, 1999

     Revenues

     Total revenues were $9,617,000 for 2000 compared to $8,837,000 for 1999.

     Gross land sales were  $6,804,000 for 2000 versus  $4,959,000 for 1999. Net
land sales (gross land sales less estimated uncollectible  installment sales and
contract  valuation  discount)  increased  to  $4,896,000  for 2000  compared to
$4,465,000  for  1999.  The  increase  reflects  higher  sales by the  Company's
independent dealers and a lower estimate of uncollectible installment sales .

     New retail land sales contracts  entered into,  including  deposit sales on
which  the  Company  has  received  less  than 20% of the  sales  price,  net of
cancellations,  for the years ended December 31, 2000 and December 31, 1999 were
$9,535,000 and $6,491,000, respectively. The Company had a backlog of $4,413,000
and  $2,139,000  in  unrecognized  sales  as of  December  31,  2000  and  1999,
respectively.  Such  contracts  are not  included in retail land sales until the
applicable  rescission  period has expired and the Company has received payments
totaling  20%  of the  contract  sales  price.  See  Note 1 to the  Consolidated
Financial Statements.

     Advertising  and marketing  costs are charges to operations  when incurred.
Sales  commissions  are recognized as a liability  when the related  contract is
accepted and charged to expense when the sale is recognized as revenue.

     Housing revenues are not recognized from housing sales until the completion
of construction  and the passage of title.  Housing revenues were $3,231,000 for
2000  compared to  $3,045,000  for 1999.  The  increase  in housing  revenues is
directly related to the Company's expanded promotional programs for housing.

     Improvement  revenues  result from  recognition  of revenues  deferred from
prior period  sales.  Recognition  occurs as  development  work  proceeds on the
previously  sold  property  or  customers  are  exchanged  to a  developed  lot.
Improvement  revenues  totaled $276,000 in 2000 as compared to $381,000 in 1999.
The decrease is a result of lower expenditures on development work.

     Interest  income was  $440,000  for 2000 as compared to $498,000  for 1999.
This decrease is the result of lower  contracts  receivable  balances  resulting
from the Company's repayment of debt to Swan and Yasawa.

     Other revenues were $774,000 for 2000 compared to $448,000 for 1999.  Other
revenues were generated  principally by the Company's  title  insurance and real
estate brokerage subsidiaries.

                                       16

<PAGE>


     Costs and Expenses

     Costs and expenses were  $10,659,000  for 2000  compared to $9,204,000  for
1999. Cost of sales totaled $4,351,000 for 2000 compared to $3,693,000 for 1999.
The increase reflects higher sales by the Company's independent dealers.

     Commissions,  advertising and other selling expenses totaled $3,455,000 for
2000 compared to $3,040,000 for 1999. Advertising was $351,000 for 2000 compared
to $359,000 in 1999.  Other selling expenses were $1,170,000 in 2000 as compared
to $1,075,000 in 1999.

     General and administrative  expenses were $1,362,000 in 2000 as compared to
$1,129,000 in 1999. General and administrative  expenses increased primarily due
to there being increased overhead.

     Real  estate tax  expense  was  $598,000 in 2000 as compared to $491,000 in
1999.

     Interest expense was $894,000 in 2000 and $851,000 in 1999. The increase in
interest  expense is the result of  increased  debt.  Interest  in the amount of
$99,000 and $62,000 was capitalized in 2000 and 1999, respectively.

     Net Income

     The Company  reported a net loss of  $1,042,000  for 2000 compared to a net
loss of $367,000 for 1999.

Regulatory Developments which may affect Future Operations

     In Florida, as in many growth areas, local governments have sought to limit
or control population growth in their communities  through  restrictive  zoning,
density reduction,  the imposition of impact fees and more stringent development
requirements.  Although the Company has taken such factors into consideration in
its master  plans by  agreeing,  for example,  to make  improvements,  construct
public  facilities and dedicate  certain  property for public use, the increased
regulation  has  lengthened  the  development  process and added to  development
costs.

     The implementation of the Florida Growth Management Act of 1985 (the "Act")
precludes  the issuance of  development  orders or permits if public  facilities
such  as  transportation,  water  and  sewer  services  will  not  be  available
concurrent  with  development.  Development  orders have been  issued  for,  and
development  has  commenced  in,  the  Company's   existing   communities  (with
development  being  completed  in  certain  of  these  communities).  Thus,  the
Company's  communities  are  less  likely  to be  affected  by  the  new  growth
management policies than future communities. Any future communities developed by
the Company will be strongly impacted by new growth management  policies.  Since
the Act and its implications are  consistently  being  re-examined by the State,
together  with  local  governments  and  various  state and  local  governmental
agencies,  the Company  cannot  further  predict the timing or the effect of new
growth management policies,  but anticipates that such policies may increase the
Company's permitting and development costs.

     The Company's land sales activities are further subject to the jurisdiction
of the laws of various states in which the Company's  properties are offered for
sale.  In  addition,  Florida  and other  jurisdictions  in which the  Company's
properties  are offered for sale have  strengthened,  or may  strengthen,  their
regulation  of  subdividers  and  subdivided  lands in order to provide  further
assurances to the public. The Company has attempted to take appropriate steps to
modify its marketing programs and registration  applications in the face of such
increased  regulation,  but has  incurred  additional  costs  and  delays in the
marketing of certain of its  properties  in certain  states and  countries.  For
example,  the Company has complied with the  regulations of certain states which
require  that the Company  sell its  properties  to  residents  of those  states
pursuant to a deed and  mortgage  transaction,  regardless  of the amount of the
down payment. The Company intends to continue to monitor any changes in statutes
or regulations  affecting,  or anticipated to affect, the sale of its properties
and  intends to take all  necessary  and  reasonable  action to assure  that its
properties  and its  proposed  marketing  programs are in  compliance  with such
regulations,  but there can be no  assurance  that the  Company  will be able to
timely  comply with all  regulatory  changes in all  jurisdictions  in which the
Company's properties are presently offered for sale to the public.

                                       17

<PAGE>

Liquidity and Capital Resources

     Mortgages and Similar Debt

     As of December 31,  1999,  the Company had  satisfied  its  principal  debt
obligation  to  Scafholding.  The  Company's  outstanding  debt to  Yasawa as of
December 31, 2001 was  $4,200,000.  The terms of  repayment of the  restructured
Yasawa loan provide for monthly  payments of principal in the amount of $100,000
payable  monthly in cash or with  contracts  receivable  at 100% of face  value.
Interest  accrues on the  declining  balance at the rate,  effective  January 1,
1999, of 6% per annum. The interest rate was again changed  effective January 1,
2001 to the prime rate, to be adjusted  semi-annually  thereafter,  to equal the
prime rate then in effect.  From January 2001 to June 2001, the interest rate on
the  outstanding  debt was 9.5%,  which was prime. As of July 2001, the interest
rate on the outstanding  debt has been adjusted to 6.5%,  which equals the prime
rate as of July 1, 2001. Yasawa and Scafholding have not required the Company to
make interest  payments  since  September 1, 1998. As of December 31, 2001,  the
total amount of interest accrued is approximately $1,456,000,  which is included
in accrued expenses.

     From  October 9, 1998  through  the  present,  Swan  continued  to loan the
Company  funds  to  meet  its  working  capital   requirements.   The  Company's
outstanding  debt to Swan,  which is secured by a second  lien on the  Company's
receivables,  was  $5,929,000  as of December  31,  2001.  The Company  signed a
promissory  note to Swan in March 1999,  which  provides that funds  advanced by
Swan will be paid back by the Company monthly in contracts receivables at 90% of
face value,  with recourse.  There is no interest for the first six months after
an  advance  of money is  received  from  Swan by the  Company;  thereafter  the
interest  was 6% per  annum  on the  outstanding  balance  of the  advance.  The
interest  rate was changed  effective  January 1, 2001 to the prime rate,  to be
adjusted semi-annually  thereafter, to equal the prime rate then in effect. Each
time an  advance is made,  a  supplemental  note is  signed.  The amount of each
monthly  payment  will vary and will be  dependent  upon the amount of contracts
receivable in the Company's  portfolio,  excluding contracts  receivable held as
collateral for prior receivable  sales.  Pursuant to the terms of the promissory
note,  the Company is required to transfer to Swan monthly as debt repayment all
current  contracts  receivable  in the  Company's  portfolio  in  excess  of the
aggregate  sum of $500,000.  Funds  advanced by Swan were used by the Company to
meet the Company's working capital requirements. From January 2001 to June 2001,
the interest rate on the outstanding  debt was 9.5%, which was prime. As of July
2001, the interest rate on the outstanding debt has been adjusted to 6.5%, which
equals the prime rate as of July 1, 2001.  As of December  31,  2001,  the total
amount of  interest  accrued is  approximately  $591,000,  which is  included in
accrued expenses.

     For 2001, the Company recorded interest expense for the first six months of
each loan advance from Swan that is non interest  bearing at the prime rate, the
Company's  incremental  borrowing rate.  Since the interest is not paid to Swan,
the amount calculated is recorded as a capital contribution  increase to capital
surplus.  For  2001,  the  Company  recorded  interest  expense  and  a  capital
contribution in the amount of approximately $170,000.

     For 2000 and 1999, the Company recorded interest expense on all outstanding
debt balances to Yasawa,  Scafholding and Swan at 8%, the Company's  incremental
borrowing rate. The difference between interest  calculated at 8% and the amount
accrued  under  the terms of the  respective  notes  was  recorded  as a capital
contribution  increase  to  capital  surplus.  For 2000 and  1999,  the  Company
recorded  interest  expense  and  a  capital   contribution  in  the  amount  of
approximately $408,000 and $423,000, respectively.

     The  following  table  presents  information  with respect to mortgages and
similar debt (in thousands):

                                                           Years Ended
                                                           -----------
                                                  December 31,      December 31,
                                                     2001              2000
                                                  ------------      ------------
     Mortgage Notes Payable...................    $ 4,200           $ 5,400
     Other Loans..............................      6,077             5,572
                                                  -------           -------
       Total Mortgages and similar debt.......    $10,277           $10,972
                                                  -------           -------
--------------------

*     Included  in  Mortgage Notes Payable  is  the Yasawa loan  ($4,200,000 at
      December 31, 2001); included in Other Loans is the Swan loan  ($5,929,000
      as of December 31, 2001).

                                       18

<PAGE>

     Indebtedness  under various purchase money mortgages and loan agreements is
collateralized by substantially all of the Company's assets,  including stock of
certain wholly-owned  subsidiaries.  The Company's outstanding debt to Yasawa is
secured by a first lien on the  Company's  receivables  and a mortgage on all of
the Company's property; and the Company's outstanding debt to Swan is secured by
a second lien on the Company's receivables.

     Contracts and Mortgages Receivable Sales

     In 1990 and 1992,  the Company sold  contracts and mortgages  receivable to
third parties.  These transactions,  among other things require that the Company
replace or repurchase any receivable  that becomes 90 days  delinquent  upon the
request of the purchaser.  Such  requirement  can be satisfied from contracts in
which the purchaser holds a security  interest  (approximately  $1,115,000 as of
December  31,  2001).   The  Company  has  reserved  for  the  estimated  future
cancellations based on the Company's  historical  experience for receivables the
Company services and believes these reserves to be adequate. The Company did not
replace any  delinquent  receivables  in 1999,  2000 or 2001. As of December 31,
2001 and  2000,  $1,060,000  and  $1,210,000  in  receivables  were  delinquent,
respectively.

     During 1998,  Scafholding purchased  approximately  $1,400,000 in contracts
and mortgages  receivable  from the Company at sixty-five  percent (65%) of face
value  with  recourse  for  non-performing  contracts.   These  sales  generated
approximately $900,000 used to meet the Company's working capital requirements.

     The Company was the  guarantor of  approximately  $17,368,000  of contracts
receivable  sold or transferred  as of December 31, 2001,  for the  transactions
described  above.  There  are  no  funds  on  deposit  with  purchasers  of  the
receivables  as security to assure  collectibility  as of such date. A provision
has been established for the Company's  obligation under the recourse provisions
of which approximately  $2,994,000 remains at December 31, 2001. The Company has
been in compliance with all receivable  transactions  since the  consummation of
receivable sales.

     The  Company  has an  agreement  with  Scafholding  and Citony  Development
Corporation  for the  servicing  of their  receivable  portfolios.  The  Company
received  approximately $73,000 and $75,300 in 2001 and 2000,  respectively,  in
revenue pursuant to these agreements.

     In the future,  if the Company elects to do so, Yasawa and Scafholding have
agreed to purchase contracts receivable at 65% of face value, with recourse. The
Company has an agreement  with  Swan whereby Swan may loan the Company  funds to
be repaid with contracts receivable at 90% of face value, with recourse.

  Other Obligations

     As of December 31, 2001, the Company had estimated development  obligations
of  approximately  $25,000 on sold property,  an estimated  liability to provide
title  insurance and deeding  costs of $145,000 and an estimated  cost of street
maintenance,  prior to assumption of such obligations by local  governments,  of
$638,000, all of which are included in deferred revenue. As of December 31, 2001
and  December  31,  2000  the  Company  had  in  escrow   approximately   $7,000
specifically  for land  improvements at certain of its Central and North Florida
communities. The Company's development obligation had been substantially reduced
in 1997 by the  consummation  of the Agreement  approved by the  stockholders on
November 4, 1997.  Approximately $7,400,000 of the development obligation at St.
Augustine  Shores was  assumed  by Swan.  In  addition,  the  creation  of a Lot
Exchange Trust reduced the development obligation at Marion Oaks and Sunny Hills
by approximately $5,800,000.

 Liquidity

     Retail land sales have  traditionally  produced  negative cash flow through
the  point  of  sale as a  result  of a  regulatory  requirement  to sell  fully
developed  lots and the  additional  requirement  to pay  marketing  and selling
expenses prior to or shortly after the point of sale. In an effort to offset the
negative cash flow effects of installment land sales, the Company is directing a
greater  portion of its marketing  efforts to the sale of lots with homes and is
now offering  lots for sale in

                                      19

<PAGE>


compulsory  building areas where a lot purchaser must complete  payments for the
lot and construct a home within a limited period of time.

     The Company has been dependent on its ability to sell or otherwise  finance
its  contracts  receivable  and/or  secure  other  financing  to meet  its  cash
requirements.  Since 1992,  the Company has been  largely  dependent  on Yasawa,
Scafholding  and Swan and related  parties for the financing of its  operations.
Although  Scafholding has purchased contracts  receivables at the rate of 65% of
face value, with recourse,  and Swan has loaned the Company  additional funds to
be paid back with  contracts  receivable at the rate of 90% of face value,  with
recourse,  there can be no  guarantee  that the Company will be able to generate
sufficient  receivables  to obtain  sufficient  financing  in the future nor can
there be any guarantee that Yasawa, Scafholding,  Swan and other related parties
will continue to make loans to the Company.

                                       20

<PAGE>



ITEM 7A

                           DISCLOSURE AND MARKET RISK

    The estimated fair values of financial  instruments have been determined by
the  Company  using  available  market  information  and  appropriate  valuation
methods.  Considerable  judgment  is  required  in  interpreting  market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts the Company could realize or incur
in a current market transaction.  The use of different market assumptions and/or
estimation  methods  may have a  material  effect on the  estimated  fair  value
amounts.   The  Company's  financial   instruments  consist  of  cash  and  cash
equivalents,  contracts and mortgages  receivable  and similar debt.  The stated
amount of cash and cash equivalents is a reasonable  estimate of fair value. The
fair value of  contracts  and  mortgages  receivable  and similar  debt has been
estimated using interest rates currently available for similar terms. The stated
value of the  contracts and mortgages  receivable  and similar debt  approximate
fair value.

     Management  does not use derivatives to manage its exposure market interest
rate risk.

     The  Company  is  exposed  to market  interest  rate risk on its  contracts
receivable.  Contracts  receivable consists of fixed interest rate paper with an
initial  collection term of ten years.  The stated interest rate is below market
interest rates for similar paper.  The Company  periodically  adjusts the stated
rate on new  contracts  in response to changes in the market  interest  rate and
other  competitive  sales  factors.  The Company  discounts the contracts  notes
receivable to current  market rates.  At December 31, 2001,  the average  stated
rate for contracts  receivable  was 8.5%,  and the discount rate used was 13.5%.
The Company is required to transfer all current  contracts  receivable in excess
of the aggregate sum of $500,000 to a creditor for debt reduction. The Company's
outstanding  contracts  receivable,  net of allowance for  cancellations  before
valuation  adjustment  was  $1,351,000  at December  31, 2001.  The  unamortized
valuation  adjustment  at December 31, 2001 was $138,000.  Management  estimates
that a 1% increase  in the market  interest  rate  equals a  valuation  discount
increase of approximately $30,000, which would reduce net income.

     At December 31, 2001,  interest rates on contracts  receivable  outstanding
ranged from 5% to 12% per annum  (weighted  average  approximately  9.35%).  The
approximate principal maturities of contracts receivable were:

                                                December 31, 2001
                                                -----------------
                                                  (in thousands)

     2002....................................      $   225
     2003....................................          199
     2004....................................          208
     2005....................................          210
     2006....................................          174
     2007 and thereafter.....................          540
                                                   -------
              Total..........................      $ 1,556
                                                   =======

     If a regularly scheduled payment on a contract remains unpaid 30 days after
its due date,  the  contract  is  considered  delinquent.  Aggregate  delinquent
contracts  receivable  at December  31, 2001 and 2000  approximate  $713,000 and
$797,000, respectively.

     Information  with respect to interest rates and average contract lives used
in valuing new contracts receivable generated from sales follows:

                               Average      Average Stated       Discounted
     Years ended                 Term       Interest Rate         to Yield
     -----------               -------      --------------       ----------

     December 31, 2001......   111 months        8.5%               13.5%
     December 31, 2000......    98 months        7.8%               13.5%
     December 31, 1999......    88 months        7.5%               13.5%



                                       21

<PAGE>


     The Company also has exposure to market  interest rate risk on  outstanding
debt. As of December 31, 2001, the Company has outstanding debt of approximately
$10,277,000.  The  stated  interest  rate is the prime  rate,  which was 6.5% at
December 31, 2001. The  outstanding  debt has no standard  repayment term, it is
dependant on the  Company's  sales and future  contracts  receivable.  Under the
assumption  that  additional   borrowings  would  be  approximate  to  any  debt
repayment,  the Company estimates that a 1% increase in the market interest rate
equals an increase in interest  expense of approximately  $103,000,  which would
reduce net income.


                                       22


<PAGE>

ITEM 8

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                              AND SUPPLEMENTAL DATA

                                                                          Page
                                                                          ----

Independent Auditors' Report.......................................       24

Consolidated Balance Sheets as of December 31, 2001 and
  December 31, 2000................................................       25

Statements of Consolidated Operations for the years ended
  December 31, 2001, December 31, 2000 and December 31, 1999.......       27

Statements of Consolidated Stockholders' Equity (Deficiency) for
  the years ended  December 31, 2001, December 31, 2000 and
  December 31, 1999................................................       28

Statements of Consolidated Cash Flows for the years ended
  December 31, 2001, December 31, 2000 and December 31, 1999.......       29

Notes to Consolidated Financial Statements.........................       31



                                       23

<PAGE>



                          INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
THE DELTONA CORPORATION:


     We have audited the consolidated  balance sheets of The Deltona Corporation
and  subsidiaries  (the  "Company")  as of  December  31,  2001 and 2000 and the
related statements of consolidated operations, consolidated stockholders' equity
(deficiency) and consolidated  cash flows for the years ended December 31, 2001,
2000 and 1999. These consolidated financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  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.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  such consolidated  financial  statements referred to above
present fairly, in all material respects,  the financial position of the Company
at December  31, 2001 and 2000 and the  results of its  operations  and its cash
flows for the years ended  December 31, 2001,  2000 and 1999 in conformity  with
accounting principles generally accepted in the United States of America.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the  consolidated   financial  statements,   the  Company  incurred  substantial
operating  losses in prior  periods,  has continued to experience  problems with
liquidity and has a stockholders' deficiency at December 31, 2001. These matters
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans  concerning these matters are described in Note 1.
The consolidated  financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


JAMES MOORE & CO.  P.L.
Certified Public Accountants
Gainesville, Florida
February 8, 2002



                                       24

<PAGE>



                           CONSOLIDATED BALANCE SHEETS

                    THE DELTONA CORPORATION AND SUBSIDIARIES

                                     ASSETS
                                 (in thousands)


                                                   December 31,   December 31,
                                                      2001           2000
                                                   ------------   ------------

Cash and cash equivalents, including escrow
 deposits and restricted cash of $561 in 2001
 and $587 in 2000 (Note 7).....................    $    923       $    680
                                                   --------       --------

Contracts receivable for land sales (Notes 2,
 5 and 8)......................................       1,556          2,109

Less: Allowance for uncollectible contracts....        (205)          (291)

      Unamortized valuation discount...........        (138)         (264)
                                                   --------      --------
Contracts receivable - net.....................       1,213         1,554
                                                   --------      --------

Mortgages and other receivables - net(Notes 2,
 5 and 8)......................................         248           140
                                                   --------      --------

Inventories, at lower of cost or net
 realizable value (Notes 3 and 5):

Land and land improvements.....................       7,941         8,375

Other..........................................       1,261         1,361
                                                   --------      --------

      Total inventories........................       9,202         9,736
                                                   --------      --------

Property, plant and equipment - net (Notes 4
 and 5)........................................         623           455
                                                   --------      --------

Investment in venture (Note 12)................          53           -0-
                                                   --------      --------

Prepaid expenses and other.....................       1,168         1,403
                                                   --------      --------

               Total...........................    $ 13,430      $ 13,968
                                                   ========      ========


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       25

<PAGE>



                           CONSOLIDATED BALANCE SHEETS

                    THE DELTONA CORPORATION AND SUBSIDIARIES

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                        (in thousands except share data)

                                                   December 31,   December 31,
                                                      2001           2000
                                                   ------------   ------------
Mortgages and similar debt (Note 5):

    Mortgage notes payable .....................   $  4,200       $  5,400

    Other loans ................................      6,077          5,572
                                                   --------       --------

          Total mortgages and similar debt .....     10,277         10,972

Accounts payable-trade .........................        298            217

Accrued interest payable (Note 5) ..............      2,047          1,329

Accrued taxes, principally real estate taxes ...         81            289

Accrued expenses and other (Notes 2 and 8) .....      3,360          3,258

Customers' deposits ............................      1,259          1,397

Deferred revenue (Notes 1 and 7) ...............      4,425          5,345
                                                   --------       --------

Total liabilities ..............................     21,747         22,807
                                                   --------       --------

Commitments and contingencies (Notes 1, 2, 5,
 7 and 8)

Stockholders' equity (deficiency) (Notes 1, 5,
 and 9):

    Common stock, $1 par value-authorized
    15,000,000 shares; issued and outstanding:
    13,544,277 shares in 2001 and 2000 (excluding
    12,228 shares held in treasury) ............     13,544         13,544

    Capital surplus ............................     52,440         52,270

    Accumulated deficit ........................    (74,301)       (74,653)
                                                   --------       --------

Total stockholders' equity (deficiency) ........     (8,317)        (8,839)
                                                   --------       --------

                         Total .................   $ 13,430       $ 13,968
                                                   ========       ========



                          The accompanying notes are an
            integral part of the consolidated financial statements.

                                       26

<PAGE>

<TABLE>
<CAPTION>


                      STATEMENTS OF CONSOLIDATED OPERATIONS
                    THE DELTONA CORPORATION AND SUBSIDIARIES
                        (in thousands except share data)

                                                                    Years Ended
                                                    --------------------------------------------
                                                    December 31,    December 31,    December 31,
                                                       2001            2000            1999
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>
Revenues

 Gross land sales (Notes 2 and 7) ...............   $  9,960        $  6,804        $  4,959
 Less: Estimated uncollectible sales ............     (2,198)         (1,641)           (322)
       Contract valuation discount ..............        (73)           (267)           (172)
                                                    --------        --------        --------
 Net land sales .................................      7,689           4,896           4,465
 Sales-housing ..................................      4,975           3,231           3,045
 Recognized improvement revenue-prior period
  sales .........................................        124             276             381
 Gain on recovery of bad debt ...................        178             -0-             -0-
 Interest income ................................        377             440             498
 Other ..........................................        802             774             448
                                                    --------        --------        --------
                                            Total     14,145           9,617           8,837
                                                    --------        --------        --------

Costs and expenses

 Cost of sales-land .............................      1,928           1,397             986
 Cost of sales-housing ..........................      4,028           2,716           2,402
 Cost of improvements-prior period sales ........         59              62             126
 Cost of sales-other ............................        201             175             179
 Commissions, advertising, and other selling
  expenses ......................................      4,690           3,455           3,040
 General and administrative expenses ............      1,431           1,362           1,129
 Real estate tax ................................        702             598             491
 Equity in loss of joint venture.................         30             -0-             -0-
 Interest expense ...............................        724             894             851
                                                    --------        --------        --------

                                            Total     13,793          10,659           9,204
                                                    --------        --------        --------

Profit (loss) from operations before income
 taxes ..........................................        352          (1,042)           (367)

Provision for income taxes (Note 6) .............        -0-             -0-             -0-

Net income (loss) ...............................   $    352        $ (1,042)       $   (367)
                                                    ========        ========        ========

Net income (loss) per common share ..............   $    .03        $   (.08)       $   (.03)
                                                    ========        ========        ========
<FN>


                          The accompanying notes are an
            integral part of the consolidated financial statements.
</FN>
</TABLE>

                                       27

<PAGE>



          STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIENCY)

                    THE DELTONA CORPORATION AND SUBSIDIARIES
                                 (in thousands)

                               For the years ended
                        December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                             Common Stock     Capital    Accumulated
                                             ($1 par value)   Surplus    Deficit       Total
                                             --------------   -------    -----------   ---------
<S>                                          <C>              <C>        <C>           <C>



Balances, December 31, 1998 ..............   $ 13,544         $ 51,440   $(73,244)     $ (8,260)
               Imputed Interest expense on
                debt with Related Party
                (See Note 5) .............        -0-              423        -0-           423
               Net (loss) for the year ...        -0-              -0-       (367)         (367)
                                             --------         --------   --------      --------
Balances, December 31, 1999 ..............   $ 13,544         $ 51,863   $(73,611)     $ (8,204)
               Imputed Interest expense on
                debt with Related Party
                (See Note 5) .............        -0-             407        -0-           407
               Net (loss)for the year ....        -0-             -0-     (1,042)       (1,042)
                                             --------        --------   --------      --------
Balances, December 31, 2000 ..............   $ 13,544        $ 52,270   $(74,653)     $ (8,839)
               Imputed Interest expense on
                debt with Related Party
                (See Note 5) .............        -0-             170        -0-           170
               Net income for the year ...        -0-             -0-        352           352
                                             --------        --------   --------      --------
Balances, December 31, 2001 ..............   $ 13,544        $ 52,440   $(74,301)     $ (8,317)
                                             ========        ========   ========      ========

<FN>


                             The accompanying notes
         are an integral part of the consolidated financial statements.
</FN>
</TABLE>


                                       28

<PAGE>

<TABLE>
<CAPTION>


                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                    THE DELTONA CORPORATION AND SUBSIDIARIES
                                 (in thousands)

                                                                    Years Ended
                                                    --------------------------------------------
                                                    December 31,    December 31,    December 31,
                                                       2001            2000            1999
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>



Cash flows from operating activities:
 Cash received from operations:
  Proceeds from sale of residential units .......   $  4,852        $  3,282        $  2,846
  Collections on contracts and mortgages
   receivable ...................................        778           1,040           1,051
    Down payments on and proceeds from sales
      of homesites and tracts ...................      1,748           1,748             891
     Proceeds (uses) from other sources .........        375             490             (80)
                                                    --------        --------        --------
        Total cash received from operations .....      7,753           6,560           4,708
                                                    --------        --------        --------

Cash expended by operations:
     Cash paid for residential units ............      4,036           3,167           2,402
     Cash paid for land and land improvements ...      1,494           1,309           1,648
     Cash paid for interest......................          5               0               0
     Commissions, advertising and other
      selling expenses ..........................      4,254           4,737           3,274
     General and administrative expenses ........      1,247           1,082           1,452
     Real estate taxes paid .....................        900             347           3,336
                                                    --------        --------        --------
        Total cash expended by operations .......     11,936          10,642          12,112
                                                    --------        --------        --------
        Net cash provided by (used in)
         operating activities ...................     (4,183)         (4,082)         (7,404)
                                                    --------        --------        --------

Cash flows from investing activities:
 Proceeds from sale of property, plant
  and equipment .................................         0                0               3
 Payment for acquisition and construction of
   property, plant and equipment ................       (76)             (31)            (72)
  Investment in Venture..........................       (83)               0               0
                                                   --------         --------        --------
        Net cash provided by (used in) investing
         activities .............................      (159)             (31)            (69)
                                                   --------         --------        --------

Cash flows from financing activities:
 New borrowings .................................     4,600            4,245           7,300
 Repayment of borrowings ........................       (15)               0               0
                                                   --------         --------        --------
        Net cash provided by (used in) financing
         activities .............................     4,585            4,245           7,300
                                                   --------         --------        --------
Net increase (decrease) in cash and cash
 equivalents ....................................       243              132            (173)
Cash and cash equivalents, beginning of year ....       680              548             721
                                                   --------         --------        --------
Cash and cash equivalents, end of year ..........  $    923         $    680        $    548
                                                   ========         ========        ========

<FN>


                                The accompanying
      notes are an integral part of the consolidated financial statements.

</FN>
</TABLE>


                                       29

<PAGE>
<TABLE>
<CAPTION>


               STATEMENTS OF CONSOLIDATED CASH FLOWS - (Continued)
                    THE DELTONA CORPORATION AND SUBSIDIARIES
                                 (in thousands)

                                                                    Years Ended
                                                    --------------------------------------------
                                                    December 31,    December 31,    December 31,
                                                       2001            2000            1999
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>


Reconciliation of net income (loss) to net cash
provided by (used in) operating activities:

Net income (loss) ...............................   $   352         $ (1,042)        $  (367)
                                                    -------         --------         -------
Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating
 activities:
      Depreciation ..............................        72               66              50
      Provision for estimated uncollectible
       sales and recourse obligations ...........     2,198            1,641             322
      Contract valuation discount, net of
       amortization..............................      (126)              62              (5)
      Net (gain) loss on sale of property, plant
       and equipment ............................       -0-              -0-              (3)
      Equity in loss in joint venture............        30              -0-             -0-
      Imputed Interest on debt with related party
       (See Note 5) .............................       170              408             423
(Increase) decrease in assets and increase
 (decrease) in liabilities:
      Gross contracts receivable plus deductions
       from reserves ............................    (7,174)          (7,558)         (3,844)
      Mortgages and other receivables ...........      (108)             (31)             85
      Land and land improvements ................       597             (138)           (658)
      Housing completed or under construction
       and other ................................      (100)               6
      Prepaid expenses and other ................       234             (492)           (205)
      Accounts payable, accrued expenses and
       other ....................................       530            1,103          (3,801)
      Customers' deposits .......................      (138)             667            (266)
      Deferred revenue ..........................      (920)           1,662             859
                                                    -------           ------          ------
             Total adjustments and changes .....     (4,535)          (3,040)         (7,037)
                                                    -------           ------          ------
Net cash provided by (used in) operating
 activities ....................................    $(4,183)         $(4,082)        $(7,404)
                                                    =======          =======         =======

Supplemental disclosure of non-cash investing
and financing activities:

Interest expense treated as contribution to
  capital (See Note 5) ........................     $   170          $   408         $   423
                                                    =======          =======         =======
Increase in inventory as a result of
  spec house transfer and corresponding
  increase in debt ............................     $   -0-          $   863         $   -0-
                                                    =======          =======         =======
Reduction of accrued interest and mortgage
  notes payable through transfer of contracts
  receivable ...................................    $ 5,443          $ 5,850         $ 4,151
                                                    =======          =======         =======
Acquisition of equipment financed with debt.....    $   164          $   -0-         $   -0-
                                                    =======          =======         =======

<FN>



                                The accompanying
      notes are an integral part of the consolidated financial statements.

</FN>
</TABLE>
                                       30

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



1.   Basis of Presentation and Significant Accounting Policies

     Basis of Presentation - Going Concern

     The  accompanying  financial  statements  of The  Deltona  Corporation  and
subsidiaries (the "Company") have been prepared on a going concern basis,  which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.

     The Company  has  net income from  operations  for 2001 of $352,000,  and a
net  loss  from  operations  for  2000  and  1999 of  $1,042,000  and  $367,000,
respectively,  resulting  in a  stockholders'  deficiency  of  $8,317,000  as of
December 31, 2001.

     Following the  restructuring  of its debt in 1997 (see Note 5), the Company
commenced the  implementation  of its business plan by redirecting  its focus to
single-family  housing with the  development  of TimberWalk and other housing in
Marion Oaks. The transactions described in Note 5 with Selex International, B.V.
("Selex"),  Yasawa Holdings, N.V. ("Yasawa"),  Scafholding B.V.  ("Scafholding")
and Swan Development  Corporation ("Swan"),  provided the Company with a portion
of its financing requirements enabling the Company to commence implementation of
the marketing  program and attempt to accomplish  the objectives of its business
plan.  Selex,  Yasawa,  Scafholding  and Swan are related parties to the Company
either because they are stockholders or as a result of common control.

     The Company has been dependent on its ability to sell or otherwise  finance
contracts  receivable  and/or  secure other  financing  sources to meet its cash
requirements.  Additional  financing was required in 2001 and was funded through
additional loans from Swan. Additional financing will be required in the future.
Although  Swan has  loaned  the  Company  additional  funds to be paid back with
contracts receivable at the rate of 90% of face value, with recourse since 1999,
there can be no guarantee  that the Company will be able to generate  sufficient
receivables  to  obtain  sufficient  financing  in the  future  or that  Yasawa,
Scafholding,  Swan and other related  parties will continue to make loans to the
Company. (See Notes 5 and 11.)

     The  consolidated  financial  statements  do not  include  any  adjustments
relating to the  recoverability  of asset amounts or the amounts of  liabilities
should the Company be unable to continue as a going concern.

     Significant Accounting Policies

     The Company's  consolidated financial statements are prepared in accordance
with accounting  principles generally  accepted in the United States of America.
Material intercompany accounts and transactions are eliminated.

     The Company is principally  engaged in the  development and sale of Florida
real estate through the development of planned  communities on land acquired for
that purpose.  The Company sells homesites under  installment  contracts,  which
provide for payments over periods  ranging from 2 to 10 years.  Since 1991,  the
Company  has  offered  only  developed  lots for sale.  Sales of  homesites  are
recorded under the percentage-of-completion  method in accordance with Statement
of Financial  Accounting Standards No. 66, "Accounting for Sales of Real Estate"
("SFAS No. 66").  Since 1991, the Company has not recognized a sale until it has
received 20% of the contract  sales price.  The Company  recognizes  the sale of
houses at closing under the full accrual method meeting the requirements of SFAS
No. 66. The Company does not finance the sale of homes. Substantially all of the
sales in 2001 and 2000 and 73% of the sales in 1999 were through two independent
brokers in New York.

                                       31

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



1.   Basis of Presentation and Significant Accounting Policies (continued)

     The Company records deferred revenue for contracts  transferred to Swan and
Yasawa that have not yet been recognized for financial  reporting purposes under
SFAS No. 66, as 20% of the  contract  sales price has not been  received.  These
contracts have not been recognized as sales when  transferred to Swan and Yasawa
because Swan and Yasawa are related  parties and because the recourse  provision
allows the  contracts  to be  returned  to the  Company in the event they become
delinquent. The Company monitors the collections on contracts receivable held by
Swan and Yasawa and  recognizes  the contracts as a sale when the  provisions of
SFAS No. 66 are met. In addition,  the Company has determined  that the transfer
of contracts to Swan and Yasawa with recourse meet the requirements of Statement
of Financial Accounting Standard No. 140 "Accounting for Transfers and Servicing
of Financial Assets and  Extinguishments of Liabilities"  ("SFAS No. 140") to be
accounted for as a sale. In accordance  with the provisions of SFAS No. 140, the
Company has reduced  its  contracts  receivable  by the amount  transferred  and
reduced  debt by the  payment  credit  given.  The  Company  does not retain any
financial  interests in the contracts  receivable  transferred.  SFAS No. 140 is
effective for  transactions  after March 31, 2001. Prior to the issuance of SFAS
No.  140,  the  Company  followed  the  provisions  of  Statement  of  Financial
Accounting Standard No. 125 "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" ("SFAS No. 125"). There was no effect
on the Company's financial reporting resulting from the transition from SFAS No.
125 to SFAS No. 140.

     At the time of recording a sale the Company  records an  allowance  for the
estimated cost to cancel the related  contracts  receivable  through a charge to
the  provision for  uncollectible  sales.  The amount of this  provision and the
adequacy of the allowance is determined by the Company's  continuing  evaluation
of the portfolio and past  cancellation  experience.  While the Company uses the
best  information  available to make such  evaluations it is at least reasonably
possible,  future adjustments to the allowance may be necessary in the near term
as a result of future national and  international  economic and other conditions
that may be beyond the Company's  control.  Changes in the Company's estimate of
the allowance for  previously  recognized  sales are reported in earnings in the
period in which they  become  estimable  and are  charged to the  provision  for
uncollectible contracts.

     Land improvement costs are allocated to individual homesites based upon the
relationship  that the homesite's  sales price bears to the total sales price of
all homesites in the community.  The estimated costs of improving  homesites are
based upon independent  engineering estimates made in accordance with sound cost
estimation and provide for anticipated cost-inflation factors. The estimates are
systematically  reviewed.  When  cost  estimates  are  revised,  the  percentage
relationship  they bear to deferred  revenues is  recalculated  on a  cumulative
basis to determine future income recognition as performance takes place.

     Interest  costs  directly  related  to, and  incurred  during,  a project's
construction  period  are  capitalized.  In 1999,  2000 and 2001,  approximately
$62,000, $99,000 and $164,000,respectively, in interest was capitalized.

     Property,  plant and equipment is stated at cost.  Depreciation is provided
by the  straight-line  method over the estimated  useful lives of the respective
assets,  which  range  from  5  to  33  years.  Additions  and  betterments  are
capitalized,  and maintenance  and repairs are expensed as incurred.  Generally,
upon the sale or  retirement  of assets,  the accounts are relieved of the costs
and  related  accumulated  depreciation, and any  gain or loss is  reflected  in
income.

     Advertising  and marketing  costs are charges to operations  when incurred.
Sales  commissions  are recognized as a liability  when the related  contract is
accepted or as a prepaid asset when paid and charged to expense when the sale is
recognized as revenue.


                                       32

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



1.   Basis of Presentation and Significant Accounting Policies (continued)

     For the purposes of the statements of consolidated  cash flows, the Company
considers  its  investments,  which are  comprised of short term,  highly liquid
investments  purchased  with a  maturity  of three  months  or less,  to be cash
equivalents.

     In accordance  with  Statement of Financial  Accounting  Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," long-lived assets, such as inventories and property,  plant and
equipment to be held and used are to be reviewed for impairment  whenever events
or changes in  circumstances  indicate that the carrying amounts of an asset may
not be  recoverable.  As of December 31, 2001,  there were no assets  considered
impaired under the provisions of the Statement.

     The estimated fair values of financial  instruments have been determined by
the  Company  using  available  market  information  and  appropriate  valuation
methods.  Considerable  judgment  is  required  in  interpreting  market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts the Company could realize or incur
in a current market transaction.  The use of different market assumptions and/or
estimation  methods  may have a  material  effect on the  estimated  fair  value
amounts.   The  Company's  financial   instruments  consist  of  cash  and  cash
equivalents,  contracts and mortgages  receivable,  and similar debt. The stated
amount of cash and cash equivalents is a reasonable  estimate of fair value. The
fair value of  contracts  and  mortgages  receivable  and similar  debt has been
estimated using interest rates currently available for similar terms. The stated
value of the contracts and mortgages  receivable  and similar debt  approximates
fair value.

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

2.   Contracts and Mortgages Receivable

     At December 31, 2001,  interest rates on contracts  receivable  outstanding
ranged  from 5% to 12% per annum  (weighted  average  approximately  9.35%.  The
approximate principal maturities of contracts receivable were:

                                                             December 31,
                                                                2001
                                                             ------------
                                                             (in thousands)
               2002................................          $   225
               2003................................              199
               2004................................              208
               2005................................              210
               2006................................              174
               2007 and thereafter.................              540
                                                             -------
                             Total.................          $ 1,556
                                                             =======

     If a regularly scheduled payment on a contract remains unpaid 30 days after
its due date,  the  contract  is  considered  delinquent.  Aggregate  delinquent
contracts  receivable  at December  31, 2001 and 2000  approximate  $713,000 and
$797,000, respectively.


                                       33

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



2.   Contracts and Mortgages Receivable (continued)

     Information  with respect to interest rates and average contract lives used
in valuing  new  contracts  receivable  generated  from sales  follows:

                                     Average    Average Stated  Discounted
     Years ended                      Term      Interest Rate    to Yield
     -----------                     ---------  --------------  ----------

     December 31, 2001.............. 111 months       8.5%         13.5%
     December 31, 2000..............  98 months       7.8%         13.5%
     December 31, 1999..............  88 months       7.5%         13.5%

     In 1990 and 1992,  the Company sold  contracts and mortgages  receivable to
third parties. These transactions,  among other things, require that the Company
replace or repurchase any receivable  that becomes 90 days  delinquent  upon the
request of the purchaser.  Such  requirement  can be satisfied from contracts in
which the purchaser holds a security  interest  (approximately  $1,115,000 as of
December  31,  2001).   The  Company  has  reserved  for  the  estimated  future
cancellations based on the Company's  historical  experience for receivables the
Company services and believes these reserves to be adequate. The Company did not
replace any  delinquent  receivables  in 1999,  2000 or 2001. As of December 31,
2001 and 2000,  $1,060,000 and  $1,211,000,  respectively,  in receivables  were
delinquent.

     During  2001 and 2000,  the Company  transferred  contracts  and  mortgages
receivable, with recourse, in satisfaction of debt of $5,443,063 and $5,849,649,
respectively.  The  Company is required to make  monthly  principal  payments to
Yasawa and  Scafholding  with contracts  receivable at 100% of face value,  with
recourse.  The Company is also  required to make monthly  principal  payments to
Swan with contracts receivable at 90% of face value, with recourse.  The Company
transfers all current contracts receivable in excess of the net aggregate sum of
$500,000 to Swan on a monthly basis (See Note 5).

     The Company was the  guarantor of  approximately  $17,368,000  of contracts
receivable  sold or transferred  as of December 31, 2001,  for the  transactions
described  above.  There  are  no  funds  on  deposit  with  purchasers  of  the
receivables  as security to assure  collectibility  as of such date. A provision
has been established for the Company's  obligation under the recourse provisions
of which  $2,994,000  remains at  December  31,  2001.  The  Company has been in
compliance with all receivable transactions since the consummation of receivable
sales. Because of inherent  uncertainties in estimating the recourse provisions,
it is at least  reasonably  possible that the Company's  estimate will change in
the near term.

     The  Company  has an  agreement  with  Scafholding  and Citony  Development
Corporation  for the  servicing  of their  receivable  portfolios.  The  Company
received  approximately  $73,000,  $75,300 and $86,700,  in 2001, 2000 and 1999,
respectively, in revenue pursuant to these agreements. The Company also services
the Swan receivable  portfolio,  which consisted of 901 contracts as of December
31, 2001; however, the Swan portfolio is serviced at no charge to Swan under the
Trust and Servicing Agreement.

3.   Inventories

     Information  with  respect to the  classification  of inventory of land and
improvements  including  land held for sale or transfer is as follows:

                                                    December 31,    December 31,
                                                       2001            2000
                                                    ------------    ------------
                                                          (in thousands)

     Unimproved land..............................  $   420         $   420
     Land in various stages of development........    2,147           2,316
     Fully improved land..........................    5,374           5,639
                                                    -------         -------
            Total.................................  $ 7,941         $ 8,375
                                                    =======         =======

                                       34

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



4.   Property, Plant and Equipment

     Property,  plant and equipment and accumulated  depreciation consist of the
following:

                                   December 31, 2001        December 31, 2000
                                   -----------------        ------------------
                                           Accumulated              Accumulated
                                   Cost    Depreciation     Cost   Depreciation
                                   ------  ------------     ------ ------------
                                                  (in thousands)

     Land and land
      improvements..............   $   98  $  -0-           $   74  $  -0-
     Other buildings,
      improvements and
      furnishings...............    1,115     834            1,122     803
     Construction and other
      equipment.................      947     704              783     721
                                   ------  ------           ------  ------
           Total................   $2,161  $1,538           $1,979  $1,524
                                   ======  ======           ======  ======

     Depreciation  charged to operations  for the years ended December 31, 2001,
2000 and 1999 was approximately $72,000, $66,000 and $50,000, respectively.

5.   Mortgages and Similar Debt

     As of December 31,  1999,  the Company had  satisfied  its  principal  debt
obligation  to  Scafholding.  The  Company's  outstanding  debt to  Yasawa as of
December  31,  2001 was  $4,200,000  secured  by a first  lien on the  Company's
receivables  and a mortgage  on all of the  Company's  properties.  The terms of
repayment  of the  restructured  Yasawa loan  provide  for  monthly  payments of
principal in the amount of $100,000  payable  monthly in cash or with  contracts
receivable  at  100% of face  value,  with  recourse.  Interest  accrues  on the
declining  balance at the rate,  effective January 1, 1999, of 6% per annum. The
interest rate was again changed  effective January 1, 2001 to the prime rate, to
be adjusted  semi-annually  thereafter,  to equal the prime rate then in effect.
From January 2001 to June 2001,  the interest rate on the  outstanding  debt was
9.5%,  which was prime.  As of July 2001,  the interest rate on the  outstanding
debt has been adjusted to 6.5%,  which equals the prime rate as of July 1, 2001.
Yasawa and Scafholding  have not required the Company to make interest  payments
since  September 1, 1998. As of December 31, 2001,  the total amount of interest
accrued is approximately $1,456,000, which is included in accrued expenses.

     From  October 9, 1998  through  the  present,  Swan  continued  to loan the
Company  funds  to  meet  its  working  capital   requirements.   The  Company's
outstanding  debt to Swan,  which is secured by a second  lien on the  Company's
receivables,  was  $5,929,000  as of December  31,  2001.  The Company  signed a
promissory  note to Swan in March 1999,  which  provides that funds  advanced by
Swan will be paid back by the Company monthly in contracts receivables at 90% of
face value,  with recourse.  There is no interest for the first six months after
an  advance  of money is  received  from  Swan by the  Company;  thereafter  the
interest  was 6% per  annum  on the  outstanding  balance  of the  advance.  The
interest  rate was changed  effective  January 1, 2001 to the prime rate,  to be
adjusted semi-annually  thereafter, to equal the prime rate then in effect. Each
time an  advance is made,  a  supplemental  note is  signed.  The amount of each
monthly  payment  will vary and will be  dependent  upon the amount of contracts
receivable in the Company's  portfolio,  excluding contracts  receivable held as
collateral for prior receivable  sales.  Pursuant to the terms of the promissory
note,  the Company is required to transfer to Swan monthly as debt repayment all
current  contracts  receivable  in the  Company's  portfolio  in  excess  of the
aggregate  sum of $500,000.  Funds  advanced by Swan were used by the Company to
meet the Company's working capital requirements. From January 2001 to June 2001,
the interest rate on the outstanding  debt was 9.5%, which was prime. As of July
2001, the interest rate on the outstanding debt has been adjusted to 6.5%, which
equals the prime rate as of July 1, 2001.  As of December  31,  2001,  the total
amount of  interest  accrued is  approximately  $591,000,  which is  included in
accrued expenses.



                                      35

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



5.   Mortgages and Similar Debt (continued)

     For 2001, the Company recorded interest expense for the first six months of
each loan advance from Swan that is non interest  bearing at the prime rate, the
Company's  incremental  borrowing rate.  Since the interest is not paid to Swan,
the amount calculated is recorded as a capital contribution  increase to capital
surplus.  For  2001,  the  Company  recorded  interest  expense  and  a  capital
contribution in the amount of approximately $170,000.

     For 2000 and 1999, the Company recorded interest expense on all outstanding
debt balances to Yasawa,  Scafholding and Swan at 8%, the Company's  incremental
borrowing rate. The difference between interest  calculated at 8% and the amount
accrued  under  the terms of the  respective  notes  was  recorded  as a capital
contribution  increase  to  capital  surplus.  For 2000 and  1999,  the  Company
recorded  interest  expense  and  a  capital   contribution  in  the  amount  of
approximately $408,000 and $423,000, respectively.

     In the future,  if the Company elects to do so, Yasawa and Scafholding have
agreed to purchase contracts receivable at 65% of face value, with recourse. The
Company has an agreement  with  Swan whereby Swan may loan the Company  funds to
be repaid with contracts receivable at 90% of face value, with recourse.

     The  following  table  presents  information  with respect to mortgages and
similar debt (in thousands):

                                                            Years Ended
                                                   -----------------------------
                                                   December 31,     December 31,
                                                      2001             2000
                                                   ------------     ------------
      Mortgage Notes Payable.................      $ 4,200          $ 5,400
      Other Loans............................        6,111            5,572
                                                   -------          -------
        Total Mortgages and similar debt.....      $10,311          $10,972
                                                   =======          =======
---------------
*    Included  in  Mortgage  Notes  Payable is the Yasawa  loan  ($4,200,000  as
     of December 31, 2001); included in Other Loans is the Swan loan ($5,929,000
     as of December 31, 2001).

     The  following  table  presents  information  with  respect to the  minimum
principal  maturities  of  mortgages  and  similar  debt for the next five years
(excluding amounts owed to Swan):
                                                      For the year ended
                                                          December 31
                                                      ------------------
                                                         (in thousands)
              2002................................     $     1,253
              2003................................           1,255
              2004................................           1,239
              2005................................             600
              2006................................             -0-
                                                       -----------
                                                       $     4,347

     Indebtedness  under various purchase money mortgages and loan agreements is
collateralized by substantially all of the Company's assets,  including stock of
certain wholly-owned subsidiaries.

6.   Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standard No. 109 "Accounting for Income Taxes."  Differences  between accounting
rules and tax laws cause  differences  between  the basis of certain  assets and
liabilities for financial reporting purposes and tax purposes. The tax effect of
these  differences,  to the extent they are

                                       36

<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES


6.   Income Taxes (continued)

temporary,  is  recorded  as  deferred  tax assets and  liabilities.  Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in  deferred  assets and  liabilities.  Temporary  differences
which give rise to deferred tax assets and liabilities consist of recognition of
income from land sales  differently  for  financial  reporting and tax purposes,
recognizing estimated losses on contract  cancellations and recourse obligations
when estimated but not for tax purposes until realized,  and interest accrued to
related parties but not for tax purposes until paid.

     For the year ended  December  31,  2001,  the  Company had a net income for
financial reporting purposes but a net loss for tax purposes. The 2001 provision
for taxes consists of the following:

     Provision for Income Taxes:
          Current..........................                $       -0-
          Deferred.........................                     66,000
          Tax benefit of net operating
           loss carryforward...............                    (66,000)
                                                           -----------
              Net provision for
               income taxes................                $       -0-
                                                           ===========

     For the years ended  December 31, 2000 and 1999, the Company had a net loss
for tax and  financial  reporting  purposes and there was no material  amount of
taxes payable or  refundable.  Accordingly,  there was no tax provision for such
years.

     As of  December  31,  2001,  the Company  had a net  deferred  tax asset of
approximately  $14,619,000,  which primarily resulted from the tax effect of the
Company's net operating loss carryforward of $36,917,000.  A valuation allowance
of $14,619,000 has been established against the net deferred tax asset.

     As of  December  31,  2000,  the Company  had a net  deferred  tax asset of
approximately  $15,017,000,  which primarily resulted from the tax effect of the
Company's net operating loss carryforward of $37,922,000.  A valuation allowance
of $15,017,000 has been established against the net deferred tax asset.

     The  Company's  regular net  operating  loss  carryover for tax purposes is
estimated  to be  $36,917,000  at  December  31,  2001,  $542,000  of which  was
available  through  2002,  $9,189,000  through  2005,  $9,780,000  through 2006,
$5,029,000  through  2008,  $5,401,000  through 2009,  $1,977,000  through 2011,
$1,354,000  through  2019 ,  $695,000  through  2020 and  $307,000  in 2021.  In
addition to the net operating loss carryover, alternative minimum tax credits of
$386,000 are available to reduce federal income tax  liabilities  only after the
net operating loss carryovers have been utilized.

     The  utilization  of the  Company's  net  operating  loss  and  tax  credit
carryforwards could be impaired or reduced under certain circumstances, pursuant
to changes in the  federal  income  tax laws  effected  by the Tax Reform Act of
1986. Events which affect these carryforwards  include,  but are not limited to,
cumulative stock ownership  changes of 50% or more over a three-year  period, as
defined, and the timing of the utilization of the tax benefit carryforwards.

7.   Liability for Improvements

     The Company has an obligation to complete  land  improvements  upon deeding
which,  depending on contractual  provisions,  typically occurs within 90 to 120
days after the  completion  of payments by the customer.  The estimated  cost to
complete  improvements  to lots and tracts  from  which  sales have been made at
December  31,  2001  and  2000  was   approximately   $783,000   and   $861,000,
respectively.  The foregoing estimates reflect the Company's current development

                                       37

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES




7.   Liability for Improvements (continued)

plans at its  communities  (see Note 8). These estimates as of December 31, 2001
and 2000 include:  estimated development  obligations applicable to sold lots of
approximately  $25,000; a liability to provide title insurance and deeding costs
of  $145,000  and  $251,000,  respectively,  and an  estimated  cost  of  street
maintenance,  prior to assumption of such obligations by local  governments,  of
$638,000  and  $583,000,  respectively,  all of which are  included  in deferred
revenue.  Included in cash at December 31, 2001 and 2000, are escrow deposits of
$7,000 and $7,200,  respectively,  restricted for completion of  improvements in
certain of the Company's communities.

     The anticipated  expenditures  for land  improvements,  title insurance and
deeding  to  complete  areas  from which  sales  have been made  through  are as
follows:

                                                December 31, 2001
                                                -----------------
                                                  (in thousands)
     2002...................................    $      349
     2003...................................           256
     2004...................................            65
     2005 and thereafter....................           113
                                                ----------
            Total...........................    $      783
                                                ==========

8.   Commitments and Contingent Liabilities

     Total rental  expense for the years ended  December 31, 2001,  December 31,
2000 and  December  31, 1999 was  approximately  $82,000,  $89,000 and  $77,000,
respectively.

     The Company has a lease on its  headquarters  building in TimberWalk and on
its Miami office that extend through 2003.  Estimated rental expense under these
leases is expected to be  approximately  $ 76,000  annually.  The Company has no
material equipment leases.

     The  Company   earns   administrative   fees  for  selling  lots  owned  by
Scafholding.  In the years ended  December 31, 2001,  2000 and 1999, the Company
earned $205,878, $38,520 and $74,240, respectively, in fees for sold lots.

     Homesite  sales  contracts  provide  for the return of all  monies  paid in
(including   paid-in  interest)  should  the  Company  be  unable  to  meet  its
contractual  obligations after the use of reasonable  diligence.  If a refund is
made, the Company will recover the related homesite and any improvement thereto.

     On properties where customers have contractually  assumed the obligation to
pay real estate taxes,  monies received from customers for payment of such taxes
are deposited into a tax escrow maintained by the Company until paid.

     In addition to the matters discussed above, the Company is a party to other
litigation  relating to the conduct of its  business, which is routine in nature
and, in the  opinion of  management,  should  have no  material  effect upon the
Company's operation.

9.   Common Stock and Earnings Per Share Information

     Net income  (loss) per common  share is  computed  in  accordance  with the
requirements  of Statement of Financial  Accounting  Standards No. 128 "Earnings
Per Share" ("SFAS No.  128").  SFAS No. 128 requires net income (loss) per share
information  to be computed  using a simple  weighted  average of common  shares
outstanding during the periods presented.

                                       38

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES



9.   Common Stock and Earnings Per Share Information (continued)

     The net earnings (loss) for 2001, 2000 and 1999 were $352,000, $(1,042,000)
and $(367,000) , respectively.  The average number of shares of common stock and
common stock  equivalents  used to calculate  basic earnings (loss) per share in
2001, 2000 and 1999 was 13,544,277.

10.  Subsequent Events

     Between  January 1, 2002 and  February  8, 2002,  Swan  loaned the  Company
$500,000  under  similiar terms as described in Note 5. These funds were used to
meet the Company's current working capital requirements.

     In January and February 2002, the Company transferred  contracts receivable
with a face  value  of  approximately  $260,000  to  Scafholding  and  contracts
receivable  with a face value of  approximately  $403,000  to  Swan  under terms
described in Note 5.

11.  Capital Transactions

     On  December  13,  2001,  the Board of  Directors  approved a 1 for 500,000
reverse  split of the  Company's  common  stock and a related  amendment  to the
Company's Articles of Incorporation  reducing the number of authorized shares to
30. Both actions are subject to  stockholder  approval.  The Company has filed a
Form 13E(3) and a preliminary  proxy  statement  related to the  proposals.  The
effect of the  reverse  split  will be to  reduce  the  number of the  Company's
stockholders  to two  stockholders:  Selex  International,  B.V., a  Netherlands
corporation  ("Selex")  and  Yasawa  Holdings,   N.V.,  a  Netherlands  Antilles
corporation ("Yasawa"). The date of the meeting of stockholders to consider both
matters will be determined upon the conclusion of SEC review.

12.  Investment in Venture

     During  2001,  the Company  entered  into a joint  venture  agreement  (the
"Venture")  with  Scafholding  (see Note 1) for the  purchase  of  property  tax
certificates,  application of tax deeds,  administration and the acquisition and
sale of  land.  The  Company  provides  administrative,  managerial,  sales  and
marketing services to the Venture.  The Company is reimbursed by the Venture for
all  commissions and marketing  costs plus an  administrative  fee of 10% of all
sales consummated.  Scafholding provides financing to the Venture and has loaned
the Venture  approximately  $1,200,000 as of December 31, 2001.  Interest on the
outstanding debt accrues at prime plus one percent (5.75% at December 31, 2001).
There were no reimbursements or administrative  fees earned for 2001. Net income
is to be distributed  equally between the Company and  Scafholding.  The Company
records its  investment  in the Venture using the equity method of accounting as
control of the  Venture rests with Scafholding as specified in the joint venture
agreement.


                                       39

<PAGE>




                 SUPPLEMENTAL UNAUDITED QUARTERLY FINANCIAL DATA
                    (in thousands, except per share amounts)


                                   Net Income
                                     (Loss)
                                      From
                                   Operations
                                     Before          Net
                                     Income        Income
              Revenues               Taxes         (Loss)
              --------             ----------     -------

2001
  First....    $ 3,407             $     61       $    61
  Second...    $ 3,495             $     44       $    44
  Third....    $ 3,029             $     15       $    15
  Fourth...    $ 4,214             $    232       $   232
               -------             --------       -------
Total......    $14,145             $    352       $   352
               =======             ========       =======

2000
  First....    $ 2,087             $   (402)      $  (402)
  Second...    $ 2,503             $    (69)      $   (69)
  Third....    $ 2,794             $     69       $    69
  Fourth...    $ 2,233             $   (640)      $  (640)
               -------             --------       -------
Total......    $ 9,617             $ (1,042)      $(1,042)
               =======             ========       =======

1999
  First.....   $ 2,184             $   (297)      $  (297)
  Second....     2,277                 (222)         (222)
  Third.....     2,046                 (280)         (280)
  Fourth....     2,330                  432           432
               -------             --------       -------
Total.......   $ 8,837             $   (367)      $  (367)
               =======             ========       =======




Earnings (Loss) Per Share
                                             Net Income
                                               (Loss)
                                             ----------
2001
  First...............................       $   .01
  Second..............................           .00
  Third...............................           .00
  Fourth..............................           .02
                                             -------
Total.................................       $   .03
                                             =======

2000
  First...............................       $  (.03)
  Second..............................          (.01)
  Third...............................           .01
  Fourth..............................          (.05)
                                             --------
Total.................................       $  (.08)
                                             =======

1999
  First...............................       $  (.02)
  Second..............................          (.02)
  Third...............................          (.02)
  Fourth..............................           .03
                                             -------
Total.................................       $  (.03)
                                             =======




                                       40

<PAGE>


ITEM 9.

                         INDEPENDENT PUBLIC ACCOUNTANTS


Audit Fees

The  Company  paid  audit and review  fees to James  Moore & Co.  P.L.  totaling
$60,900 for the year ended December 31, 2001.

Financial Information Systems and Implementation Fees

The  Company  did  not  incur  any  fees  or  costs  associated  with  financial
information systems or implementation fees.

All Other Fees

The Company paid fees to James Moore & Co. P.L. for  preparation  of tax related
documentation in the amount of $8,450 for the year ended December 31, 2001.






                                       41

<PAGE>



ITEM 10.

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Directors of the Company

     The  Board  of  Directors  of  the  Company  presently   consists  of  five
individuals:  Antony Gram (Chairman of the Board),  Christel DeWilde,  George W.
Fischer, Rudy Gram and Thomas B. McNeill.

     The  table  below  sets  forth the names of the  present  directors  of the
Company,  together with certain information as of March 14, 2002 with respect to
each of them.  The entire Board of Directors is elected  annually to hold office
until  the next  Annual  Meeting  of  Stockholders  and until  their  respective
successors are duly elected and qualified. in names of the directors and certain
information  as of March  14,  2002  with  respect  to each of them is set forth
below, in alphabetical order. Unless otherwise indicated,  each nominee has held
the  position  shown,  or has been  associated  with the named  employer  in the
executive capacity shown, for more than the past five years.


                                                                        Year
                                                                        First
                                                                        Elected
Name and Age           Principal Occupation and Other Information       Director
--------------------   ------------------------------------------       --------
Christel DeWilde, 39   Financial Analyst for Antony Gram since          1998
(b)(d)                 February 1995.  Prior to joining Mr. Gram,
                       Ms. DeWilde was Chief Financial Officer of
                       the Sab Wabco Group, Brussels, Belgium from
                       December 1992 to February 1995.  From May
                       1991 to December 1992, Ms. DeWilde was audit
                       manager for Marcel Asselberghs & Co.

George W. Fischer, 61  Mr. Fischer is retired.  From 1975 through       1992
(a),(b),(c)            1995 he served as President of H.E.C.Fischer,
                       Inc., a closely held real estate company.

Antony Gram, 59        Chairman of the Board of Directors and Chief     1992
                       July 13, 1994 and President since October 2,
                       1998. For more than the past five years, Mr.
                       Gram has served as Managing Director of
                       Gramyco, a scaffolding company, based in
                       Belgium.

Rudy Gram, 38          Vice President, Swan Development Corporation,    1995
(a),(c), (e)           based in St. Augustine, Florida since 1995.

Thomas B. McNeill, 67  Retired partner of Mayer, Brown & Platt,         1975
(b),(d)                The law firm of Mayer, Brown & Platt has
                       performed  legal services on the Company's
                       behalf.

Current Committee Members & Affiliations:
               (a)     Member, Executive Committee.
               (b)     Member, Audit Committee.
               (c)     Member, Executive Compensation Committee.
               (d)     Member, Nominating Committee.
               (e)     Rudy Gram is the son of Antony Gram.



                                       42

<PAGE>

Additional Information Concerning the Board of Directors

     Currently, Directors DeWilde, McNeill and Rudy Gram receive a fee of $1,000
per month for  services  as a Director of the  Company  and are  reimbursed  for
travel and related costs incurred with respect to committee and board  meetings.
Mr. Fischer receives a fee of $1,600 per month for services as a Director of the
Company and as the Board's  representative  on the Management  Committee;  he is
also  reimbursed for travel and related costs incurred with respect to committee
and board meetings.  Mr. Antony Gram does not receive a monthly  Director's fee;
however,  he is reimbursed for travel and related costs incurred with respect to
committee and board meetings and other Company business activities.

     The Board of  Directors  has  several  standing  committees:  an  Executive
Committee,  an  Audit  Committee,  an  Executive  Compensation  Committee  and a
Nominating Committee.

     The  Executive  Committee,  of which  Antony  Gram is  Chairman,  exercises
certain powers of the Board of Directors  during the intervals  between meetings
of the Board and met once during 2001.

     The Audit  Committee,  of which Mr.  McNeill is Chairman,  confers with the
independent  auditors  of the  Company and  otherwise  reviews  the  adequacy of
internal  controls,  reviews  the scope and results of the audit,  assesses  the
accounting  principles followed by the Company,  and recommends the selection of
the independent auditors.  There were two meetings of the Audit Committee during
2001.

     The Executive  Compensation Committee is chaired by Mr. Fischer, who serves
on no similar  committee of any other  company.  While the other  members of the
Committee, Messrs. Antony Gram and Rudy Gram, may serve together as directors of
other companies,  none serves as a member of any other  compensation  committee.
The Committee  reviews the methods and means by which management is compensated,
studies and recommends new methods of compensation, and reviews the standards of
compensation for management.  In addition,  the Executive Compensation Committee
administers  the Annual  Executive  Bonus Plan.  No member of the  Committee  is
eligible to participate in any of the Company's  compensation and benefit plans.
See "Compensation  Committee Report." The Executive  Compensation Committee held
one meeting during 2001.

     The Nominating Committee,  of which Mr. McNeill is Chairman,  recommends to
the Board of Directors  nominees to fill  additional  directorships  that may be
created and to fill  vacancies  that may exist on the Board of Directors.  There
was one meeting of the Nominating Committee during 2001, held as part of a Board
of  Directors   meeting.   The  Nominating   Committee  will  consider  nominees
recommended by stockholders. Recommendations by stockholders should be submitted
to the  Secretary  of the  Company and should  identify  the nominee by name and
provide detailed background  information.  Recommendations  received by December
31, 2002 will be considered by the  Nominating  Committee for  nomination at the
2003 Annual Meeting.

     During 2001,  the Board of Directors  held three  meetings.  Each  director
attended at least 75% of the  aggregate  of the total  number of meetings of the
Board of Directors  and the total number of meetings  held by all  committees on
which he or she served.

Executive Officers of the Company

     The table  below sets forth the  executive  officers  of the  Company as of
March 14, 2002  (officers,  not  assistant  officers,  compensated  in excess of
$40,000 in 2001 and the Chairman of the Board),  their ages and their  principal
occupations  during the past five years. Each has been appointed to serve in the
capacities indicated until their successors are appointed and qualified, subject
to their earlier resignation or removal by the Board of Directors.

                                            Principal Occupation
Name and Age                             During the Past Five Years
----------------------------     -----------------------------------------------
Antony Gram, 59.............     Chairman of the Board of Directors and Chief
                                 Executive Officer of the Company since July 13,
                                 1994 and President since October 2, 1998.  For
                                 more than the past five years, Mr.  Gram  has
                                 served as Managing Director of Gramyco, a
                                 scaffolding company, based in Belgium.

                                       43

<PAGE>

                                            Principal Occupation
Name and Age                             During the Past Five Years
----------------------------     -----------------------------------------------


Sharon J. Hummerhielm, 52...     Mrs. Hummerhielm joined the Company in March
                                 1975.  She was appointed Executive Vice
                                 President and Corporate Secretary on October 2,
                                 1998 after having served as Vice President-
                                 Administration and Corporate Secretary since
                                 May 1995 and Vice President - Administration
                                 prior to that time.

John R. Battle, 33.........      Mr. Battle joined the Company as its Treasurer
                                 in April 2001.  From January 2000 until joining
                                 the Company, he served as Controller for a
                                 manufacturing company in the local area.  From
                                 1997 to 2000 he worked in public accounting
                                 with PricewaterhouseCoopers LLP and Crippen,
                                 Crippen and Trice LLP.



                                       44

<PAGE>

ITEM 11.

                             EXECUTIVE COMPENSATION

     Due to the  Company's  liquidity  situation,  Antony  Gram  has  served  as
Chairman of the Board , Chief  Executive  Officer and  President  of the Company
without  compensation.   The  Securities  and  Exchange  Commission's  rules  on
executive   compensation   disclosure   require,   however,   that  the  Summary
Compensation  Table which appears below,  depict the  compensation  for the past
three years of the Company's  chief  executive  officer and its four most highly
compensated  executive officers whose annual salary and bonuses exceed $100,000.
Accordingly,  the table set forth below,  discloses the annual compensation paid
to Antony Gram (Chairman of the Board,  Chief  Executive  Officer and President)
and Sharon  Hummerhielm  (Executive Vice President and Corporate  Secretary) for
the three years ended December 31, 2001.

<TABLE>
<CAPTION>
Summary Compensation Table

                          Annual                           Long Term
                          Compensation                     Compensation
                          -------------------------------------------------------------------------------
<S>              <C>      <C>         <C>    <C>           <C>              <C>     <C>     <C>
                                                           Awards                           Payouts
                                                           ------------------------         -------------
Name and         Fiscal   Salary      Bonus  Other Annual  SARs/Restricted  Stock   LTIP    All Other
Principal        Year      ($)         ($)   Compensation   Stock Awards    Options Payouts Compensation
Position                                     (a)                              (#)            ($)
---------------------------------------------------------------------------------------------------------
Antony Gram,     2001      --          --        --           --              --     --           --
Chairman of the  2000      --          --        --           --              --     --           --
Board, President 1999      --          --        --           --              --     --           --
& CEO

Sharon J.        2001     $122,947     --        --           --              --     --           --
Hummerhielm      2000     $122,939   $10,245(b)  --           --              --     --           --
Exec. VP &       1999     $112,500   $22,500(b)  --           --              --     --           --
Corporate Sec'y

<FN>

     -------

(a)         In accordance with the rules of the Commission, amounts totaling
            less than the lower of $50,000 or 10% of the total annual salary
            and bonus have been omitted.

(b)         Ms.Hummerhielm was awarded a bonus of $10,245 in 2000, which was not
            paid until January  2001;  $22,500 in 1999, which was not paid until
            January 2000.
</FN>
</TABLE>

Employment Contracts

     One  executive  officer,  Mrs.  Hummerhielm,  is  employed  pursuant  to an
employment  agreement which provides that if her employment is terminated due to
death, payment of compensation to her beneficiary  continues for six months and,
if employment is otherwise  terminated by the Company  without cause (defined as
gross misconduct),  she is entitled to receive one year's compensation,  payable
in twenty-four equal semi-monthly installments.  For purposes of this agreement,
compensation  includes  salary,  car allowances,  vacation pay, fringe benefits,
benefit plans, perquisites and other like items.

                          COMPENSATION COMMITTEE REPORT

Compensation Philosophy

     It is the goal of the Company and this Committee to align all compensation,
including executive  compensation,  with business objectives and both individual
and  corporate  performance,   while  simultaneously  attracting  and  retaining
employees who  contribute to the long-term  success of the Company.  The Company
attempts,  within its resources,  to pay  competitively  and for performance and
management initiative,  while striving for fairness in the administration of its
compensation program.

                                       45
<PAGE>

Executive Compensation Program

     It has long  been  the  policy  of the  Company  to  encourage  and  enable
employees  upon whom it  principally  depends to acquire a personal  proprietary
interest  in the  Company.  In prior  years,  the total  executive  compensation
program of the Company consisted of both cash and equity-based  compensation and
was  comprised of three key  elements:  salary,  an annual bonus and a long term
incentive plan.

     Salary
     ------

     Salaries  paid to  officers  (other  than the Chief  Executive  Officer and
President) are based upon the Committee's  review of the nature of the position,
competitive salaries and the contribution,  experience and Company tenure of the
officer. Salaries (if any) paid to the Chief Executive Officer and President are
determined by the Committee,  subject to  ratification by the Board of Directors
and are based upon the Committee's subjective evaluation of contributions to the
Company,  performance  and salaries paid by competitors to their Chief Executive
Officer and  President.  Since January  1999,  Mrs.  Hummerhielm,  and two other
assistant officers were granted salary increases.

     Annual Bonus
     ------------

     Although  the  Company's  liquidity  situation  has required the Company to
limit the  awarding  of bonuses to only  certain  limited  instances,  it is the
intention of the Committee that an executive's annual compensation  consist of a
base salary and an annual bonus.  All officers and  managerial  employees of the
Company  (except  those  who  are  otherwise   entitled  to  receive  additional
compensation) will be considered by the Compensation Committee for a bonus. Such
bonuses are earned based upon the success of the Company,  or of the  subsidiary
or division for which the  individual  is  responsible,  in achieving its goals.
There  were no bonuses  awarded  to,  earned by, or paid to, any  officer of the
Company during or in respect to 2001.

     Long Term Incentive Program
     ---------------------------

     Presently, there are  no  long-term  cash and  equity  incentives  provided
through any Stock Plan.

     Chief Executive Officer Compensation
     ------------------------------------

     Since July 13,  1994,  Antony  Gram has served as Chairman of the Board and
Chief Executive  Officer of the Company.  In October 1998, he was also appointed
to the position of President.  Mr. Gram has been  responsible  for resolving the
problems  facing the Company and  developing  an  alternative  business  plan to
enable the  Company  to  continue  as a going  concern.  During  the  process of
resolving such  difficulties  and  developing  such plan, Mr. Gram has agreed to
serve without compensation,  with the understanding that all ordinary, necessary
and  reasonable  expenses  incurred  by him in the  performance  of his  duties,
including  travel and  temporary  living  expenses,  will be  reimbursed  by the
Company and with the further understanding that the Committee and the Board will
thereafter  consider  establishing an appropriate  salary to be paid him for his
services.

     Compliance With Internal Revenue Code Section 162(m)
     ----------------------------------------------------

     Section  162(m) of the Internal  Revenue Code,  enacted in 1993,  generally
disallows a tax deduction to public companies for  compensation  over $1,000,000
paid to the  corporation's  Chief Executive Officer and four other mostly highly
compensated executives officers. Qualifying performance-based  compensation will
not be  subject to the  deduction  limit if certain  requirements  are met.  The
compensation  currently paid to the Company's Chief Executive Officer and highly
compensated executive officers does not approach the $1,000,000  threshold,  and
the Company does not anticipate  approaching  such threshold in the  foreseeable
future. Nevertheless, the Company intends to take the necessary action to comply
with the Code limitations.

     Future Compensation Trends
     --------------------------

     The Committee anticipates undertaking a review of all compensation programs
and policies of the Company, and making appropriate modifications and revisions,
in conjunction with the Company's development of future business plans.

                                       46

<PAGE>

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Based upon  information  furnished  to the Company or  contained in filings
made  with the  Commission,  the  Company  believes  that the only  persons  who
beneficially  own more than five  percent (5%) of the shares of the Common Stock
of the Company are Yasawa (52.41%),  Selex (20.82%) and Antony Gram, through his
holdings in Selex and Yasawa (73.23%).

     All of the issued and outstanding stock of Selex, Gerrit van den Veenstraat
70, Amsterdam,  The Netherlands,  is owned by Wilbury a majority of which is, in
turn, owned by Antony Gram. As the majority shareholder of Wilbury,  Antony Gram
is treated as the beneficial  owner of all of the Company's Common Stock held by
Selex.  In  addition,   Mr.  Gram  beneficially  owns  Yasawa,  c/o  Zarf  Trust
Corporation,  N.V.,  1-5 Plaza JoJo Correa,  P.O.Box 897,  Willenstad,  Curacao,
Netherlands  Antilles.  Since Yasawa is the direct owner of 7,098,975  shares of
the Common  Stock of the  Company,  and Selex is the direct  owner of  2,820,066
shares  of the  Common  Stock  of the  Company,  Mr.  Gram is  deemed  to be the
beneficial  owner of an  aggregate  of  9,919,041  shares of Common Stock of the
Company (73.23%).

     The  following  table  sets  forth  information,  as  of  March  14,  2002,
concerning  the beneficial  ownership by all directors and nominees,  by each of
the executive  officers  named in the Summary  Compensation  Table (the "Summary
Compensation Table") and by all directors and executive officers as a group. The
number of shares  beneficially  owned by each  director or executive  officer is
determined  under  the  rules  of the  Commission,  and the  information  is not
necessarily indicative of beneficial ownership for any other purpose.

                                         Amount and Nature             Percent
                                         of Beneficial Ownership       of Class
                                         -----------------------       --------
Current Directors and/or Nominees:
    Address: c/o The Deltona Corporation
             8014 SW 135th Street Road
             Ocala, FL 34473

               George W. Fischer.......       35,000 - Direct             *
               Antony Gram ............    9,919,041 - Indirect         73.23%
               Rudy Gram...............      324,378 - Direct            2.39%
               Thomas B. McNeill ......          200 - Direct             *
               Christel DeWilde........          -0-                      *

Current Executive Officers named in
 Summary Compensation Table:
    Address: c/o The Deltona Corporation
             8014 SW 135th Street Road
             Ocala, FL 34473

               Antony Gram.............    9,919,041 - Indirect         73.23%
               Sharon J. Hummerhielm...          200 - Direct             *

All executive officers and directors as
 a group, consisting of 7 persons
 (including those listed above)........   10,278,819                    75.89%

-------------
     *    Represents holdings of less than 1%.

     Based upon  information  furnished  to the Company or  contained in filings
made  with the  Commission,  the  Company  believes  that the only  persons  who
beneficially  own more than five  percent (5%) of the shares of the Common Stock
of the Company are Yasawa (52.41%),  Selex (20.82%) and Antony Gram, through his
holdings in Selex and Yasawa (73.23%).

     Mr. Rudy Gram, a member of the Board of Directors is the son of Mr.  Antony
Gram.


                                       47

<PAGE>

     From June 19, 1992  through  March 1999,  the Company had entered into loan
agreements with Selex International B.V., a Netherlands  corporation  ("Selex"),
Yasawa  Holdings,  N.V., a Netherlands  Antilles  Corporation  ("Yasawa"),  Swan
Development Corporation ("Swan") and related parties. Since December,  1992, the
Company has been  dependent on loans and advances from Selex,  Yasawa,  Swan and
their affiliates in order to meet its working capital requirements.

Section 16(a) Beneficial Ownership Reporting Compliance

     The Securities Exchange Act of 1934 requires the Company's  directors,  its
executive  officers  and any  persons  holding  more  than  ten  percent  of the
Company's Common Stock to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Commission.  Under the
Section 16(a) rules, the Company is required to disclose in this Proxy Statement
any failure to file such required reports by their prescribed due dates.

     To the Company's knowledge,  based solely on a review of the copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports  were  required  during the fiscal year ended  December  31,  2001,  all
Section 16(a) filing requirements were satisfied.

                                       48

<PAGE>

ITEM 13.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Executive  Compensation Committee (the "Committee") is comprised of Mr.
Fischer, Chairman, and Messrs. Antony Gram and Rudy Gram.

     Mr. Antony Gram, a member of the  Committee,  has served as Chairman of the
Board and Chief  Executive  Officer of the  Company,  and thus,  as an executive
officer of the Company,  since July 13, 1994.  Additionally,  Mr. Antony Gram is
deemed to be the beneficial  owner of 73.23% of the Company's Common Stock since
he is the beneficial  owner of Yasawa  Holdings,  N.V.  ("Yasawa")  (which holds
52.41% of the Common Stock of the Company as of March 15, 2002),  as well as the
holder  of  a  majority  equity  interest  in  Wilbury   International  N.V.,  a
Netherlands Antilles corporation  ("Wilbury"),  which owns all of the issued and
outstanding  stock of Selex  International  B.V. ("Selex) (which holds 20.82% of
the Common Stock of the Company as of March 15, 2002).  See "Ownership of Voting
Securities of the Company."

     Mr.  Rudy  Gram,  a  member  of the  Committee,  a member  of the  Board of
Directors and a candidate for re-election to the Board of Directors,  is the son
of Mr. Antony Gram. See "Ownership of Voting Securities of the Company."

     From June 19, 1992  through  March 1999,  the Company had entered into loan
agreements with Selex International B.V., a Netherlands  corporation  ("Selex"),
Yasawa  Holdings,  N.V., a Netherlands  Antilles  Corporation  ("Yasawa"),  Swan
Development Corporation ("Swan") and related parties. Since December,  1992, the
Company has been  dependent on loans and advances from Selex,  Yasawa,  Swan and
their affiliates in order to meet its working capital requirements.

     Scafholding agreed to purchase  contracts  receivable at 65% of face value,
with recourse, to meet the Company's ongoing capital requirements.  During 1998,
Scafholding purchased approximately  $1,396,000 in contracts receivable from the
Company.

     As of December 31,  1999,  the Company had  satisfied  its  principal  debt
obligation  to  Scafholding.  The  Company's  outstanding  debt to  Yasawa as of
December 31, 2001 was  $4,200,000.  The terms of  repayment of the  restructured
Yasawa loan provide for monthly  payments of principal in the amount of $100,000
payable monthly in cash or with contracts receivable at 100% of face value, with
recourse.  Interest  accrues on the  declining  balance  at the rate,  effective
January 1, 1999, of 6% per annum. The interest rate was again changed  effective
January 1, 2001 to the prime rate, to be adjusted semi-annually  thereafter,  to
equal the  prime  rate then in  effect.  From  January  2001 to June  2001,  the
interest  rate on the  outstanding  debt was 9.5%,  which was prime.  As of July
2001, the interest rate on the outstanding debt has been adjusted to 6.5%, which
equals  the prime  rate as of July 1,  2001.  Yasawa  and  Scafholding  have not
required the Company to make interest  payments  since  September 1, 1998. As of
December  31,  2001,  the total  amount of  interest  accrued  is  approximately
$1,456,000, which is included in accrued expenses.

     From  October 9, 1998  through  the  present,  Swan  continued  to loan the
Company  funds  to  meet  its  working  capital   requirements.   The  Company's
outstanding  debt to Swan,  which is secured by a second  lien on the  Company's
receivables,  was  $5,929,000  as of December  31,  2001.  The Company  signed a
promissory  note to Swan in March 1999,  which  provides that funds  advanced by
Swan will be paid back by the Company monthly in contracts receivables at 90% of
face value,  with recourse.  There is no interest for the first six months after
an  advance  of money is  received  from  Swan by the  Company;  thereafter  the
interest  was 6% per  annum  on the  outstanding  balance  of the  advance.  The
interest  rate was changed  effective  January 1, 2001 to the prime rate,  to be
adjusted semi-annually  thereafter, to equal the prime rate then in effect. Each
time an  advance is made,  a  supplemental  note is  signed.  The amount of each
monthly  payment  will vary and will be  dependent  upon the amount of contracts
receivable in the Company's  portfolio,  excluding contracts  receivable held as
collateral for prior receivable  sales.  Pursuant to the terms of the promissory
note,  the Company is required to transfer to Swan monthly as debt repayment all
current  contracts  receivable  in the  Company's  portfolio  in  excess  of the
aggregate  sum of $500,000.  Funds  advanced by Swan were used by the Company to
meet the Company's working capital requirements. From January 2001 to June 2001,
the interest rate on the outstanding  debt was 9.5%, which was prime. As of July
2001, the interest rate on the outstanding debt has been adjusted to 6.5%, which
equals the prime rate as of July 1, 2001.  As of December  31,  2001,  the total
amount of  interest  accrued is  approximately  $591,000,  which is  included in
accrued expenses.


                                       49

<PAGE>

     For 2001, the Company recorded interest expense for the first six months of
each loan advance from Swan that is non interest  bearing at the prime rate, the
Company's  incremental  borrowing rate.  Since the interest is not paid to Swan,
the amount calculated is recorded as a capital contribution  increase to capital
surplus.  For  2001,  the  Company  recorded  interest  expense  and  a  capital
contribution in the amount of approximately $170,000.

     For 2000 and 1999, the company recorded interest expense on all outstanding
debt balances to Yasawa,  Scafholding and Swan at 8%, the Company's  incremental
borrowing rate. The difference between interest  calculated at 8% and the amount
accrued  under  the terms of the  respective  notes  was  recorded  as a capital
contribution  increase  to  capital  surplus.  For 2000 and  1999,  the  Company
recorded  interest  expense  and  a  capital   contribution  in  the  amount  of
approximately $408,000 and $423,000, respectively.

     During 1998, the Company  transferred 14 lots and 4 tracts of land to Swan.
In  return,  Swan  built an  office  complex  on part of the land for use by the
Company for a period of 54 months, renewable thereafter.  The Company valued the
land transferred at approximately $440,000 and recorded the net present value of
the use of the office  complex of  approximately  $375,000 as prepaid rent.  The
difference  between the net  present  value of the rent and the cost of the land
was recorded as deferred profit and is recognized over the lease term.

     In January 2000, the Company purchased 16 lots and homes under construction
from   Scafholding   for   approximately   $862,000.   This  amount   represents
Scafholding's  lot  cost  and  payments  to  date  to  the  home  builder.  This
transaction   was  100%  financed  by  Swan  under  its  existing  note  payable
arrangement.

     During  2001,  the Company  entered  into a joint  venture  agreement  (the
"Venture")  with  Scafholding,  (see Note 1), for the  purchase of property  tax
certificates,  application of tax deeds,  administration and the acquisition and
sale of  land.  The  Company  provides  administrative,  managerial,  sales  and
marketing services to the Venture.  The Company is reimbursed by the Venture for
all  commissions and marketing  costs plus an  administrative  fee of 10% of all
sales consummated.  Scafholding provides financing to the Venture and has loaned
the Venture  approximately  $1,200,000 as of December 31, 2001.  Interest on the
outstanding debt accrues at prime plus one percent (5.75% at December 31, 2001).
Net income is to be distributed equally between the Company and Scafholding. The
Company records its investment in the Venture on the equity method as control of
the Venture rests with Scafholding as specified in the joint venture agreement.

     In the future,  if the Company elects to do so, Yasawa and Scafholding have
agreed to purchase contracts receivable at 65% of face value, with recourse. The
Company has an agreement with Swan whereby Swan may loan the Company funds to be
repaid with contracts receivable at 90% of face value, with recourse.

     On  December  13,  2001,  the Board of  Directors  approved a 1 for 500,000
reverse  split of the  Company's  common  stock and a related  amendment  to the
Company's Articles of Incorporation  reducing the number of authorized shares to
30. Both actions are subject to  stockholder  approval.  The Company has filed a
Form 13E(3) and a preliminary  proxy  statement  related to the  proposals.  The
effect of the  reverse  split  will be to  reduce  the  number of the  Company's
stockholders  to two  stockholders:  Selex  International,  B.V., a  Netherlands
corporation  ("Selex")  and  Yasawa  Holdings,   N.V.,  a  Netherlands  Antilles
corporation ("Yasawa"). The date of the meeting of stockholders to consider both
matters will be determined upon the conclusion of SEC review.

                                       50
<PAGE>


ITEM 14

         (a)   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


               1.   Financial Statements

                    See Item 8, Index to Consolidated Financial
                    Statements and Supplemental Data.


               2.   Financial Statement Schedules
                                                                          Page
                                                                          -----
                    Independent Auditors' Report..........                  52

                    Schedule VIII - Valuation and
                      qualifying accounts for the three
                      years ended December 31, 2001.......                  53

                    All  other  schedules  are  omitted  because  they  are  not
                    applicable  or  not   required,   or  because  the  required
                    information  is  included  in  the  Consolidated   Financial
                    Statements or Notes thereto or the 2001 Annual Meeting Proxy
                    Statement  to be filed  with  the  Securities  and  Exchange
                    Commission  pursuant to Regulation 14A,  incorporated herein
                    by reference.

               3.   Exhibits

                    See the Exhibit Index included herewith.

         (b)   Reports on Form 8-K

               On December  13, 2001,  the Board of  Directors  approved a 1 for
               500,000 reverse split of the Company's common stock and a related
               amendment to the Company's Articles of Incorporation reducing the
               number of  authorized  shares to 30. Both  actions are subject to
               stockholder  approval.  The Company has filed a Form 13E(3) and a
               preliminary proxy statement related to the proposals.  The effect
               of  the  reverse  split  will  be to  reduce  the  number  of the
               Company's stockholders to two stockholders:  Selex International,
               B.V., a Netherlands  corporation  ("Selex") and Yasawa  Holdings,
               N.V., a Netherlands Antilles corporation ("Yasawa").  The date of
               the meeting of  stockholders  to consider  both  matters  will be
               determined  upon the  conclusion of SEC review.  A report on Form
               8-K was filed on December  18, 2001  relating to the  preliminary
               filing of the 1 for 500,000 reverse split of the Company's common
               stock.


                                       51

<PAGE>


                          INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF THE DELTONA CORPORATION:


     We have  audited  the  consolidated  financial  statements  of The  Deltona
Corporation  and  subsidiaries  (the "Company") as of December 31, 2001 and 2000
and for the years ended  December  31,  2001,  2000 and 1999 and have issued our
reports thereon dated  February 8, 2002  (which expresses an unqualified opinion
and  includes an  explanatory  paragraph  relating to the  Company's  ability to
continue as a going concern),  included  elsewhere in this Annual Report on Form
10-K. Our audit also included the financial  statement  schedules listed in Item
14(a)2 of this Annual Report on Form 10-K. These financial  statement  schedules
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion based on our audit. In our opinion,  such financial statement
schedules,  when  considered  in  relation to the basic  consolidated  financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set forth therein.




JAMES MOORE & COMPANY P.L.
Certified Public Accountants
Gainesville, Florida
February 8, 2002


                                       52

<PAGE>

<TABLE>
<CAPTION>

                                                                   SCHEDULE VIII

                    THE DELTONA CORPORATION AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)


                                                                                 Additions
                                                                                 Charged to
Those Valuation and Qualifying Accounts                Balance at  Revenues,     Deductions     Balance at
Which are Deducted in the Balance Sheet                Beginning   Costs, and    from           End of
  from the Assets to Which They Apply                  of Period   Expenses      Reserves       Period
---------------------------------------                ----------  -----------   ----------     ----------
<S>                                                    <C>         <C>           <C>            <C>
Year ended December 31, 2001


  Allowance for uncollectible contracts(a) .........   $  291      $ 2,198        $  2,284       $  205
                                                       ======      =======        ========       ======

  Unamortized contract valuation discount(b)........   $  264      $    73        $    199       $  138
                                                       ======      =======        ========       ======


Year ended December 31, 2000


  Allowance for uncollectible contracts(a) .........   $  606      $ 1,641        $  1,956       $  291
                                                       ======      =======        ========       ======

  Unamortized contract valuation discount(b)........   $  293      $   267        $    296       $  264
                                                       ======      =======        ========       ======

Year ended December 31, 1999


  Allowance for uncollectible contracts(a) .........   $  945      $   322        $    661       $  606
                                                       ======      =======        ========       ======

  Unamortized contract valuation discount(b)........   $  401      $   172        $    280       $  293
                                                       ======      =======        ========       ======

<FN>

------------

(a) Represents estimated uncollectible contracts receivable (see Notes 1 and 2
    to Consolidated Financial Statements).

(b) Represents the unamortized  discount generated from initial  valuations  of
    contracts receivable (see Notes 1 and 2 to Consolidated Financial
    Statements).
</FN>
</TABLE>



                                       53

<PAGE>





                                   SIGNATURES

               Pursuant  to  the  requirements  of  Section  13 or 15 (d) of the
Securities  Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

THE DELTONA CORPORATION
  (Company)


By:/s/ John R. Battle                           DATE:         March 26, 2002
   ----------------------
   John R. Battle, Treasurer

     Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities indicated on the date indicated.



  /s/  Antony Gram
------------------------------------------------
Antony Gram, Chairman of the Board of Directors,
        Chief Executive Officer and President

  /s/ Christel DeWilde
------------------------------------------------
      Christel DeWilde, Director

  /s/George W. Fischer
------------------------------------------------
        George W. Fischer, Director

 /s/Rudy Gram
------------------------------------------------
        Rudy Gram, Director

 /s/Thomas B. McNeill
------------------------------------------------
        Thomas B. McNeill, Director             DATE:        March 26, 2002


                                       54

<PAGE>


<TABLE>
<CAPTION>

                              INDEX TO EXHIBITS
                                                                                 Sequentially
Exhibit                                                                            Numbered
Number                  Exhibits                                                     Page
--------                -------------------------------------------------------- ------------
<S>                     <C>                                                      <C>
 2(a)                   Purchase Agreement dated November  6,  1985,  among  the
                        Company,  its  utility  subsidiaries  and  Topeka  Group
                        Incorporated, including as exhibits  thereto the form of
                        Deltona  Warrant, the form of Utility Subsidiary Warrant
                        and the form of Security Agreement. Incorporated  herein
                        by reference to Exhibit 2(a) to the  Company's Quarterly
                        Report on Form 10-Q for the quarter ended September 30,
                        1985.

 2(b)                   Stock  Redemption  and Stock  Purchase  Agreement  dated
                        November 8, 1985, by and among the Company,  its utility
                        subsidiaries and Topeka Group Incorporated, including as
                        an exhibit the specimen Articles of Amendment of Deltona
                        Utilities,  Inc.  Incorporated  herein by  reference  to
                        Exhibit 2(b) to the Company's  Quarterly  Report on Form
                        10-Q for the quarter ended September 30, 1985.

 2(c)                   Agreement dated November 17, 1987 modifying the November
                        6,  1985  Purchase  Agreement  among  the  Company,  its
                        utility  subsidiaries  and Topeka  Group,  Incorporated,
                        including as an exhibit thereto a specimen Amended Stock
                        Redemption and Stock Purchase Agreement by and among the
                        Company,  its  utility  subsidiaries  and Topeka  Group,
                        Incorporated.*

 2(d)                   Letter to American Stock Transfer to Transfer 6,809,338
                        shares of common stock to Yasawa Holding N.V.

 3(a)                   Restated Certificate of Incorporation and Certificate of
                        Designation,  Preferences  and Rights  relating  to  the
                        Series A Cumulative Preferred Stock of the Company.*

 3(b)                   By-laws of the Company. ++

 4(a)                   Fifth Amended and Restated Credit and Security Agreement
                        dated as of March 25, 1987, between the Company, certain
                        subsidiaries of the Company, Citibank, N.A., and certain
                        other banks. Incorporated herein by reference to Exhibit
                        4(a) to the Company's  Quarterly Report on Form 10-Q for
                        the quarter ended March 27, 1987.

 4(b)                   Modification Agreement, dated  June 30, 1988, to Exhibit
                        4(b). Incorporated by reference to Exhibit4 to Company's
                        Quarterly Report on Form 10-Q for the quarter ended June
                        24, 1988.

 4(C)                   Extension of Maturity Date,  dated January 30, 1989,  to
                        Exhibit 4(b).***

 4(d)                   Extension of Maturity Date,  dated January 31, 1990,  to
                        Exhibit 4(b).****

 4(e)                   Conveyance   Agreement  between  the  Company,   certain
                        subsidiaries of the Company, Citibank, N.A., and certain
                        other banks. Incorporated herein by reference to Exhibit
                        4 to the Company's Quarterly Report on Form 10-Q for the
                        quarter ended September 27, 1991.

 4(f)                   Sixth Amended and Restated Credit and Security Agreement
                        dated as of June 18, 1992, between the Company,  certain
                        subsidiaries of the Company, Citibank, N.A., and certain
                        other banks, including therewith the Receivables Sharing
                        Agreement and the form of Warrant issued to the banks.++

 4(g)                   Option granted to  Selex  Sittard  B.V.,  dated June 19,
                        1992. Incorporated by reference to Exhibit4 to Company's
                        Quarterly Report on Form 10-Q for the quarter ended June
                        26, 1992.

 4(h)                   Waiver and  Relinquishment  by Selex Sittard B.V., dated
                        September  14, 1992,  as to certain  shares under option
                        pursuant to that Option  granted  Selex  Sittard B.V. on
                        June 19, 1992. Incorporated by reference to Exhibit 4 to
                        Company's  Quarterly Report on Form 10-Q for the quarter
                        ended September 25, 1992.

 4(i)                   Seventh Amendment to Credit and Security Agreement dated
                        December 2, 1992 by and among Yasawa Holdings, N.V., the
                        Company and certain subsidiaries of the Company. +++

 4(j)                   Warrant  Exercise  and Debt  Reduction  Agreement  dated
                        December 2, 1992  by  and between the Company and Yasawa
                        Holdings, N.V. +++

 4(k)                   Loan Agreement  dated April 30, 1993 between the Company
                        and Selex  International,  B.V., including therewith the
                        Mortgage  and  Note  entered  into   pursuant   thereto.
                        Incorporated  herein by  reference  to  Exhibit 4 to the
                        Company's  Quarterly Report on Form 10-Q for the quarter
                        ended March 26, 1993.

 4(l)                   Loan  Agreement  dated July 14, 1993 between the Company
                        and Selex  International  B.V,  including  therewith the
                        Mortgage  and  Note  entered  into   pursuant   thereto.
                        Incorporated  herein by  reference  to  Exhibit 4 to the
                        Registrant's  Quarterly  Report on Form 10-Q  dated June
                        25, 1993.

                                      55


<PAGE>



                              INDEX TO EXHIBITS
                                                                                 Sequentially
Exhibit                                                                            Numbered
Number                  Exhibits                                                     Page
--------                -------------------------------------------------------- ------------
4(m)                    First,  Second,  Third,  Fourth and Fifth  Amendments to
                        Loan   Agreement   dated  July  14,  1993   between  the
                        Registrant and Selex International,  B.V.,  Incorporated
                        herein by  reference  to  Exhibit 4 to the  Registrant's
                        Report on Form 8-K dated February 17, 1994.

4(n)                    Eighth   Amendment  and  Consolidation  of  Credit   and
                        Security  Agreement between the Company and Yasawa dated
                        November 13, 1997.++++

4(o)                    Renewal Promissory Note from the Company  to  Yasawa  in
                        the amount of $6,692,732 dated November 13, 1997.++++

4(p)                    Consolidated   Mortgage   Modification   and    Spreader
                        Agreement between the Company and Yasawa dated  November
                        13, 1997.++++

4(q)                    Partial Release of Mortgage and Financing Statement from
                        the Company to Yasawa dated November 13, 1997.++++

4(r)                    Satisfaction  of  Mortgage   dated   November  13,  1997
                        from Selex International, B.V. for Selex I loan.++++

4(s)                    Satisfaction  of  Mortgage  dated November 13, 1997 from
                        Selex international, B.V. for Selex II loan.++++

4(t)                    General  Release  from  Selex  International, B.V. dated
                        November 13, 1997.++++

4(u)                    Renewal Promissory Note from the Company to Scafholding,
                        B.V. in the amount of $2,293,950 dated November 13, 1997
                        ++++

4(v)                    Satisfaction   of   Mortgage  dated  January  28,  1998,
                        effective December 30, 1997 , of the  Mortgage  given by
                        the Company to  the  Division  of  Florida  Land  Sales,
                        Condominiums and Mobile Homes.++++

4(w)                    UCC3  effective  December  30, 1997 from the Division of
                        Florida  Land  Sales,   Condominiums  and  Mobile  Homes
                        releasing   its   lien   on  the   Company's   contracts
                        receivable.++++

4(x)                    Promissory  Note from  the Company to Swan in the amount
                        of $5,690,000 dated March 26, 1999.+++++

10(a)                   Employment  Agreement  dated  June 15, 1992  between the
                        Company and Earle D. Cortright, Jr.++

10(b)                   Employment Agreement dated  November 1, 1988 between the
                        Company and Michelle R. Garbis.**

10(c)                   Agreement dated June 15, 1992  extending  the Employment
                        Agreement dated November 1, 1988,as amended, between the
                        Company and Michelle R. Garbis.++

10(d)                   Employment Agreement dated February 28, 1992 between the
                        Company and David M. Harden and amendment thereto dated
                        June 15, 1992.++

10(e)                   Employment  Agreement dated  June 15, 1992  between  the
                        Company and Sharon J. Hummerhielm. ++

10(f)                   Employment  Agreement  dated  June 15, 1992  between the
                        Company and Charles W. Israel.++

10(g)                   Letter  Agreement  dated  October 26, 1988  between  the
                        Company and Stephen J. Diamond. **

10(h)                   1982  Employees'  Incentive  Stock  Option  Plan.
                        Incorporated  herein  by  reference  to  Exhibit 4(g) to
                        Company's   Registration   Statement   on   Form    S-8,
                        registration number 2-78904.

10(i)                   Annual  Executive  Bonus  Plan  adopted  by  the Company
                        on November 13, 1986.   Incorporated herein by reference
                        to Exhibit 10(x)  to the Company's Annual Report on Form
                        10-K for the year ended December 26, 1986.

10(j)                   1987  Stock  Incentive  Plan  adopted  by the Company on
                        November 13, 1986,  subject  to  the   approval  of  the
                        Company's stockholders. Incorporated herein by reference
                        to Exhibit 10(y)  to the Company's Annual Report on Form
                        10-K for the year ended December 26, 1986.

10(k)                   Resolution of the Board of  Directors of Company adopted
                        February 25, 1987 amending the 1982 Employees' Incentive
                        Stock Option Plan.   Incorporated herein by reference to
                        Exhibit 10(d) to the Company's Annual Report on Form 10K
                        for the year ended December 26, 1986.

                                      56

<PAGE>
                           INDEX TO EXHIBITS
                                                                                 Sequentially
Exhibit                                                                            Numbered
Number                  Exhibits                                                     Page
--------                -------------------------------------------------------- ------------
10(l)                   Amendment to  Annual Executive Bonus Plan, as adopted by
                        the Company on October 20, 1988.**

10(m)                   Amendment to 1987 Stock  Incentive  Plan,  as adopted by
                        the Company on October 20, 1988.**

10(n)                   Settlement Agreement,  made  and  entered  into  by  and
                        between  the  National  Audubon  Society, Collier County
                        Conservancy,

                        Florida  Audubon  Society,  Environmental  Defense Fund,
                        Florida Division of the Izaak Walton League,  Department
                        of Environmental Regulation of the State of Florida, the
                        Board of  Trustees  of the  Internal  Improvement  Trust
                        Fund, the Department of Veteran and Community Affairs of
                        the State of Florida, the South Florida Water Management
                        District and Company dated July 20, 1982,  and Agreement
                        of Exchange executed  pursuant thereto,  dated March 24,
                        1984.  Incorporated herein by reference to Exhibit 10(C)
                        to the Company's  Quarterly  Report on Form 10-Q for the
                        quarter ended June 30, 1984.

10(o)                   Agreement,  retroactive  to  June 19, 1992, amending the
                        Employment  Agreement  dated  June  15, 1992 between the
                        Company and Earle D. Cortright, Jr.  Incorporated herein
                        by  reference  to  Exhibit 10(o) to the Company's Annual
                        Report on Form 10-Kfor the year ended December 31, 1993.

10(p)                   Employment  Agreement,  effective July 15, 1992, between
                        the Company and Joseph Mancilla, Jr. Incorporated herein
                        by reference to Exhibit  10(p) to the  Company's  Annual
                        Report  on Form  10-K for the year  ended  December  31,
                        1993.

10(q)                   Sale, Purchase, Repurchase and Servicing Agreement dated
                        October 7,1988 between the Company and Morsemere Federal
                        Savings Bank.**

10(r)                   Agreement dated  February  27,  1989 between Company and
                        Oxford Finance Companies, Inc.***

10(s)                   Agreement dated  February 7, 1990  between  Company  and
                        Oxford Finance Companies, Inc.****

10(t)                   Promissory  Note dated October 12, 1990 from the Company
                        to Empire of Carolina, Inc.+

10(u)                   Settlement  Agreement  dated  November  6, 1989  between
                        Company  and  Topeka  Group  Incorporated.  Incorporated
                        herein  by  reference  to  Exhibit  10 to the  Company's
                        Quarterly  Report  on Form  10-Q for the  quarter  ended
                        September 29, 1989.

10(v)                   Loan  and Escrow Agreement dated June  15,  1992 between
                        Company  and Selex Sittard B.V., including therewith the
                        Mortgage and Note entered into pursuant thereto.++

10(w)                   Agreement dated  June  12,  1992 between Company and The
                        Oxford  Finance Companies, Inc., including therewith the
                        Collateral   Trust   Agreement   entered  into  pursuant
                        thereto.++

10(x)                   The  1992  Deltona  Consent  Order, dated June 17, 1992,
                        between  Company and the State of Florida, Department of
                        Business Regulation,  Division  of  Florida  Land Sales,
                        Condominiums   and   Mobile   Homes  (the  "Division"),
                        including therewith the Escrow  Agreement  entered  into
                        pursuant thereto.++

10(y)                   The St.  Augustine  Shores Restated Consent Order, dated
                        June 17, 1992, between Company and the Division.++

10(z)                   The Consent Order, dated June 15, 1992, between Company
                        and the Division  pertaining to ad valorem taxes on real
                        estate.++

10(aa)                  Agreement  of Purchase  and Sale dated  December 2, 1992
                        between the Company and Scafholding, B.V. +++

10(bb)                  Citrus Springs Joint Venture Agreement dated December 2,
                        1992  between  the   Company  and   Citony   Development
                        Corporation.+++

10(cc)                  Agreement of  Purchase and Sales dated December 2, 1992
                        between the Company,  Margolf Investments, Inc. and Five
                        Points Title Service Co., Inc., as Escrow Agent. +++

10(dd)                  Lease Agreement  dated  December 2, 1992 between Margolf
                        as Landlord and the Company as Tenant. +++

10(ee)                  Loan Agreement dated December 2,1992 between Scafholding
                        B.V. and the Company. +++

10(ff)                  Employment Agreement, effective  March 15, 1993, between
                        the Company and Bruce M. Weiner.  Incorporated herein by
                        reference to Exhibit  10(ff)  to  the  Company's  Annual
                        Report on Form 10-K for the year ended December 31, 1993

                                            57


<PAGE>

                           INDEX TO EXHIBITS
                                                                                 Sequentially
Exhibit                                                                            Numbered
Number                  Exhibits                                                     Page
--------                -------------------------------------------------------- ------------
10(gg)                  Agreement dated March 10, 1993  between  the Company and
                        Charles Lichtigman concerning the sale of contracts and
                        mortgages receivable.  Incorporated herein by reference
                        to Exhibit 10 to the Company's Quarterly Report on Form
                        10-Q for the quarter ended March 26, 1993.

10(hh)                  Agreement for Purchase  and  Sale  of  Land in St. Johns
                        County, Florida dated March 8, 1994. Incorporated herein
                        by reference to Exhibit 10 to the Registrant's Report on
                        Form 8-K dated February 17, 1994.

10(ii)                  Agreement of Purchase  and Sale  between the Company and
                        Swan Development Corporation concerning the sale of all
                        remaining inventory in St. Augustine Shores Subdivision
                        dated November 13, 1997.++++

10(jj)                  Agreement  between  the  Company  and  Swan  Development
                        Corporation concerning the St. Augustine Shores Exchange
                        program dated November 13, 1997.++++

10(ll)                  Lot Exchange  Trust  Agreement between the Company, Five
                        Points  Title  Services  Company,  Inc  and the Division
                        of Florida  Land  Sales,  Condominiums  and Mobile Homes
                        dated November 13, 1997.++++

10(mm)                  Letter  from   the   Division  of  Florida  Land  Sales,
                        Condominiums  and  Mobile  Homes dated December 30, 1997
                        approving the  sale  of  St.  Augustine  Shores  to Swan
                        Development Corporation.++++

10(nn)                  Letter  from  the   Division  of  Florida   Land  Sales,
                        Condominiums  and Mobile  Homes dated  December 30, 1997
                        approving  the  material  change  for the sale of common
                        stock, sale of receivables, Lot Exchange Trust Agreement
                        and release of lien.++++

10(oo)                  Joint Venture Agreement dated September 1, 2001  between
                        Five Points  Title  as Trustee  for Scafholding B.V. and
                        the Company++++++

11                      Statement  of  computation  of  net  income  (loss)  per
                        common share.

18                      Letter  dated  March 22, 1991  from  Deloitte  &  Touche
                        regarding  a change in the method of applying accounting
                        principles or practices by Company.+

21                      Subsidiaries of Company.

23                      Consent of James Moore & Co. , P.L.

--------------------------
*                       Incorporated by reference  to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 25, 1987.

**                      Incorporated by reference to such exhibit to Company's
                        Quarterly Report on Form 10-Q for the quarter ended
                        September 23, 1988.

***                     Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 30, 1988.

****                    Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 29, 1989.

+                       Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 28, 1990.

++                      Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 27, 1991.

+++                     Incorporated by reference to such exhibit to Company's
                        Report on Form 8-K dated December 2, 1992.

++++                    Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 31, 1997.

+++++                   Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 31, 1999.

++++++                  Incorporated by reference to such exhibit to Company's
                        Annual Report on Form 10-K for the year ended
                        December 31, 2001.


                                        58

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