<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 1997              Commission File No. 0-1748



                            MAJOR REALTY CORPORATION
                            ------------------------
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                              <C>
                     DELAWARE                                                   59-0898509
-------------------------------------------------------------      -------------------------------------
(State or other jurisdiction of incorporation or organization       (I.R.S. Employer Identification No.)

     5728 MAJOR BOULEVARD, ORLANDO, FLORIDA                                       32819
------------------------------------------------                   -------------------------------------
      (Address of principal executive offices)                                 (Zip Code)
</TABLE>


        Registrant's Telephone Number, Including Area Code: 407/351-1111


Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act of 1934 during the past 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
                                                                        --    --

At November 13, 1997, 6,893,378 shares of common stock of the issuer were 
outstanding.

Transitional Small Business Disclosure Format (Check One):  Yes      No  X
                                                               --        --
================================================================================


<PAGE>   2





                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                                   Page No.
                                                                                                   --------
<S>      <C>                                                                                       <C>     
PART I - FINANCIAL INFORMATION

        Item 1 - Financial Statements

                 Consolidated Balance Sheets at September 30, 1997 and
                    December 31, 1996....................................................................... 1

                 Consolidated Statements of Income for the
                    Nine Months Ended September 30, 1997 and 1996........................................... 2

                 Consolidated Statements of Cash Flows for the
                    Nine Months Ended September 30, 1997 and 1996........................................... 3

                 Notes to Consolidated Financial Statements................................................. 4

        Item 2 - Management's Discussion and Analysis of Financial
                 Condition and Results of Operations........................................................ 8

PART II - OTHER INFORMATION

        Item 1. - Legal Proceedings.........................................................................11

        Item 2. - Changes in Securities.....................................................................11

        Item 3. - Defaults upon Senior Securities...........................................................11

        Item 4. - Submission of Matters to a Vote
                    of Security Holders.....................................................................11

        Item 5. - Other Information.........................................................................11

        Item 6. - Exhibits and Reports on Form 8-K..........................................................11

SIGNATURES..................................................................................................18
</TABLE>



<PAGE>   3



                         PART I - FINANCIAL INFORMATION
                         ------------------------------

                    MAJOR REALTY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    September 30, 1997 and December 31, 1996

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                  Sept. 30,     December 31,
                                                                                    1997             1996
                                                                               -------------    -------------
<S>                                                                            <C>              <C>    
                   ASSETS                                                       (unaudited)        (audited)

Cash and cash equivalents                                                           $   329           $   320
Mortgage note receivable                                                              2,750             2,750
Land held for sale or development                                                     4,214             4,970
Land under lease                                                                        171               171
Other assets                                                                          1,137               915
                                                                                    -------           -------
                                                                                    $ 8,601           $ 9,126
                                                                                    =======           =======


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                          
Accounts payable - trade                                                            $    30           $    58
Accrued expenses                                                                        496               790
Convertible mortgage note payable due to related party                                5,416             5,064
Deferred income taxes                                                                    26                26
                                                                                    -------           -------
                                                                                      5,968             5,938
                                                                                    -------           -------



Stockholders' equity:                                                     
  Series A Junior participating preferred stock -                         
   $1.00 par value; authorized, 80,000 shares,                            
   none outstanding                                                                       -                 -
  Common stock - $.01 par value; authorized,                              
    12,000,000 shares; issued and outstanding,                            
    6,893,378 shares                                                                     69                69
Capital in excess of par value                                                        7,822             7,822
Accumulated deficit                                                                  (5,258)          (4,703)
                                                                                    -------           -------
                                                                          
    Total stockholders' equity                                                        2,633             3,188
                                                                                    -------           -------
                                                                          
                  TOTAL                                                             $ 8,601           $ 9,126
                                                                                    =======           =======
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>   4



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
             For the three months ended September 30, 1997 and 1996
                                   (unaudited)

                      (in thousands; except per share data)

<TABLE>
<CAPTION>
                                                  FOR THE THREE                       FOR THE NINE
                                                  -------------                       ------------
                                                  MONTHS ENDED:                       MONTHS ENDED:
                                                  -------------                       -------------
                                                   Sept. 30,   Sept. 30,        Sept. 30,      Sept. 30,
                                                     1997        1996              1997           1996   
                                                  ---------  -----------      ----------     -----------
<S>                                               <C>        <C>              <C>            <C>             
Revenues:     
    Sales of real estate                          $   875      $  411         $   875        $   411         
    Lease income                                       32          32              98             98         
    Interest and other income                          81          75             234            220         
                                                  -------      ------         -------        -------         
                                                                                                             
         Total revenues                               988         518           1,207            729         
                                                  -------      ------         -------        -------         

Costs and Expenses:                                                     
    Cost of real estate sold:                                          
         Improved and unimproved land                 783         160             783            160         
         Commissions & other expenses                  29          17              29             17         
    Selling, general and administrative               143         132             488            493         
    Interest cost                                     169         136             462            409         
                                                  -------      ------         -------        -------         

        Total costs and expenses                    1,124         445           1,762          1,079         
                                                  -------      ------         -------        -------         




Income (loss) before provision for income taxes      (136)         73            (555)          (350)        
Provision for income taxes                              -           -               -              -         
                                                  -------      ------         -------        -------         
                                                                  
                                                                             
    Net income (loss)                             $  (136)     $   73         $  (555)       $  (350)        
                                                  =======      ======         =======        =======         
                                                                        
Net loss per common share                         $  (.02)     $  .02         $  (.08)       $  (.06)        
                                                  =======      ======         =======        =======         
                                                                                                             
Average number of                                                                                            
    common and common                                                                                        
    equivalent shares outstanding                   6,893       6,893           6,893          6,893         
                                                  =======      ======         =======        =======         
</TABLE>


                                        2


<PAGE>   5



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the nine months ended September 30, 1997 and 1996
                                   (unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                1997        1996
                                                             ----------  ---------
<S>                                                          <C>         <C>
Cash flows from operating activities:
Net income (loss)                                               $  (555)   $  (350)
                                                                -------    -------
            Adjustments to reconcile net income (loss) to net
               cash used for operating activities:
               Depreciation and amortization                         10         19
               Net gain on sales of real estate                      63       (235)
               Increase in other assets and other receivables      (233)      (195)
               Increase in income taxes receivable                    -         (7)
               Change in deferred income taxes                        -          -
               Decrease in income taxes payable                       -        (78)
               Increase (decrease) in accounts payable
                   and accrued liabilities                         (321)       (97)
                                                                -------    -------
                   Total adjustments                               (481)      (594)
                                                                -------    -------
                   Net cash used for operating activities        (1,036)      (943)
                                                                -------    -------

Cash flows from investing activities:
            Additions to land held for sale or development          (26)       (25)
            Proceeds from the sale of land held for sale
               or development                                       719        394
            Purchase of equipment                                     -         (1)
                                                                -------    -------

                   Net cash (used for) provided by
                   investing activities                             693        368
                                                                -------    -------

Cash flows from financing activities:
            Proceeds from mortgage notes payable                    687          - 
            Principal payments of mortgage
               notes payable                                       (335)         -
            Increase in restricted cash                               -          -
                                                                -------    -------
               Net cash used for
                    financing activities                            352          -
                                                                -------    -------

Net decrease in cash and cash equivalents                             9       (575)
Cash and cash equivalents at beginning
            of period                                               320      1,006
                                                                -------    -------
Cash and cash equivalents at end of period                      $   329    $   431
                                                                =======    =======
</TABLE>

See Note 3 for non-cash activities 
See Notes to Consolidated Financial Statements

                                        3


<PAGE>   6



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 1 - Consolidated Financial Statements

         The interim consolidated financial statements for Major Realty
Corporation and its subsidiaries (the "Company") are unaudited and should be
read in conjunction with the financial statements and notes thereto contained in
the Company's Form 10-KSB Annual Report for the year ended December 31, 1996.

         In the opinion of management, all adjustments (which include only
normal recurring adjustments except as otherwise disclosed) necessary to present
fairly the financial position, results of operations and cash flows for the
interim periods reported herein have been made. Interim financial statements are
not necessarily indicative of the results which may be reported for the year
ended December 31, 1997.

Note 2 - Per Share Data

         Per share data is computed by dividing net income (loss) by the
weighted average number of shares of common stock and common stock equivalents
outstanding during each period. Common stock equivalents include shares issuable
on the exercise of stock options net of shares assumed to have been purchased
from the proceeds. For the nine months ended September 30, 1997 and 1996, common
stock equivalents have been excluded from the computation since their effect
would be antidilutive.

Note 3 - Land Held for Sale or Development

         During May 1997, the Company signed a contract for $850,000, for 10.07
acres of multi-family land located on Cason Cove Drive in Orlando. The sale
closed in August, 1997. The sale price was paid in cash at closing.
Approximately $595,000 of the proceeds was used to repay company debt and the
remainder will be used for company operations.

         During November, 1997, the Company signed a contract for $700,000, 
for 2 acres of commercial land located on the east side of Major Boulevard in
Orlando. The buyer has made a $10,000 deposit and has a 45-day risk free
inspection period to look at the property to determine if it wishes to proceed
with the contract. Closing is estimated in March 1998.

                                   (Continued)

                                        4


<PAGE>   7



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 3 - Land Held for Sale or Development (Continued)

         During October, 1997, the Company signed a contract for $700,000, for
1.75 acres of commercial land located on the west side of Major Boulevard in
Orlando. The buyer has made a $10,000 deposit and has a 60-day risk free
inspection period to determine if it wishes to proceed with the contract. If the
Buyer proceeds with the contract an additional $60,000 deposit will be required.
Closing is estimated in March, 1998.

         During February 1996, the Company signed a contract for approximately
$411,000, for approximately 2.34 acres of commercial property located at the
northwest corner of the intersection of Conroy Road and Vineland Road in
Orlando. The sale closed in September, 1996. The sales price was paid in cash at
closing. Approximately $240,000 of the net proceeds was used to repay Company
debt.

                                   (Continued)

                                        5


<PAGE>   8



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 3 - Land Held for Sale or Development (continued)

         During August 1996, the Company signed a contract for approximately
$1,050,000, for the sale of approximately 2.5 acres of commercial property
located on the west side of Major Boulevard in Orlando. The buyer made a $40,000
deposit and had a 90 day inspection period to determine if it wished to proceed
with the contract. On October 15, 1996, the Company received notice from the
buyer that it was canceling the contract. The deposit was refunded to the buyer.

         During September 1996, the Company signed two contracts for the sale of
multi-family land in the southwestern sector of Orlando. One contract was for
approximately 55 acres gross (17 acres net) in the amount of $1,800,000. The
other contract was for approximately 43 acres gross (15 acres net) in the amount
of $1,350,000. The buyer placed a $10,000 deposit on each parcel and had a 60
day inspection period during which it could cancel one or both of the contracts.
On November 13, 1996, the Company received notice from the buyer it was
canceling the contracts. The deposits were refunded to the buyer.

Note 4 - Related Party Transactions

         During February 1995, the Company entered into a loan arrangement with
Acceptance Insurance Companies Inc. ("Acceptance") whereby Acceptance acquired
the Company's promissory note and mortgage to Valassis Enterprises, L.P. of
$282,000, including accrued interest, and provided additional funds which were
used to repay two promissory notes in the aggregate amount of $103,000,
including accrued interest, held by Acceptance, fund the interest reserve of
$770,000 due in connection with the Company's indebtedness to PNC Bank,
Kentucky, Inc. (the "PNC Bank Note"), pay real estate taxes in the amount of
$327,000, pay loan closing and extension costs of $75,000 and provide working
capital of approximately $43,000. The aggregate indebtedness to Acceptance in
connection with these transactions was $1,600,000, represented by a single
promissory note due in January 1996, which provided for interest, at the rate of
twelve percent (12%) per annum, to accrue monthly and be paid at maturity.

         During October 1995, Acceptance acquired the PNC Bank Note with an
outstanding balance of approximately $4,317,000, executing a first mortgage
securing the note and other associated loan documents. As a result, the Company
entered into a debt restructuring agreement with Acceptance for the Company's
$5,064,000 debt to Acceptance ($747,000 due from the February 1995 loan plus the
PNC Bank Note).

                                   (Continued)

                                        6


<PAGE>   9



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 4 - Related Party Transactions (Continued)

         The interest rate on the restructured loan was prime plus 1.5%, with
interest payable quarterly in arrears. The maturity of the loan which prior to
the restructuring was January 31, 1996, was extended to May 1, 1998, unless
there was a change in control prior to such time, in which event the maturity of
the loan would be accelerated. In April 1996, the Company received permission
from Acceptance to defer the quarterly interest payments due to Acceptance in
the event the Company's cash flow is insufficient to make such payments, pending
the receipt of funds from the sale of additional properties or other sources.
The interest due for the year ended December 31, 1996, was $263,000 and has been
accrued.

         The Company's obligation to pay the foregoing amount, as well as
additional interest of $124,000 accrued from January 1 through March 31, 1997,
was restructured in April 1997, and such aggregate accrued interest and the $5.1
million principal amount due to Acceptance have been consolidated into a new
promissory note due May 31, 1998, unless there is a change in control of the
Company prior to such time, in which event the maturity of the loan will be
accelerated. The interest rate on the restructured loan is prime plus 2.5%, with
interest accruing and added to principal on a quarterly basis in arrears. The
Company's indebtedness to Acceptance is secured by a first mortgage on
substantially all of the Company's property, including certain notes and
mortgages payable to the Company from third parties. Subject to the Company's
right to repay the note, the outstanding principal amount of the note (or any
portion thereof), plus accrued but unpaid interest, is convertible into Common
Stock at the option of Acceptance at any time upon 20 days prior notice, based
upon a price per share equal to the average closing price of the Common Stock
during the 30-day period immediately preceding the date of Acceptance's notice
of its election to convert. The accrued interest on the note at September 30,
1997 was $60,000.

         In April 1997, Acceptance provided the Company a $500,000 line of
credit. Under this revolving credit facility, the Company may borrow and
reborrow up to $500,000. All borrowings are due May 31, 1998, unless there is a
change in control of the Company prior to such time, in which event the maturity
of the loan will be accelerated. The interest rate on the line of credit is
prime plus 2.5%, with interest accruing and added to principal on a monthly
basis in arrears. The Company is required to pay a fee to Acceptance on December
31, 1997, and on the maturity date of the note, equal to 0.5% of the average
unused portion of the line of credit during each period. The Company paid
Acceptance a fee of $15,000 in connection with the restructuring of the $5.1
million mortgage loan and the establishment of the line of credit.

                                   (Continued)

                                        7


<PAGE>   10



                    MAJOR REALTY CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 4 - Related Party Transactions (Continued)

         On April 23, 1997, the Company borrowed $300,000 on the line of credit
to pay 1996 real estate taxes due in the amount of $261,000 and to provide
working capital. On August 25, 1997, the Company repaid Acceptance the $300,000
on the line of credit and $12,000 in accrued interest on the advance and the
unused portion of the line of credit. At September 30, 1997, the interest
accrued on the line of credit was $250.

         Acceptance beneficially owns 33.1% of the common stock of the Company.
All of the Company's directors also are directors of Acceptance. George F.
Valassis, who beneficially owns 9.7% of the common stock of the Company, also
beneficially owns 23.1% of the common stock of Acceptance. By virtue of such
positions with or interests in Acceptance, such persons may have a material
indirect interest in the transactions described above between the Company and
Acceptance.

         David L. Treadwell, Chairman of the Board of Directors, serves as the
Company's Chief Executive Officer pursuant to an Employee Lease Agreement (the
"Agreement") with Mr. Treadwell's primary employer Heritage Network,
Incorporated ("Heritage"). The Agreement, which commenced on March 27, 1992,
requires Mr. Treadwell to devote such time to his duties as Chief Executive
Officer as he and the Board of Directors determine to be necessary. The
Agreement has been amended five times and currently provides for an annual fee
of $25,000, payable monthly. The Company also is required to pay a success fee
of .5% with respect to transactions which are consummated during the term of the
Agreement or closed within a specified period of time after termination of the
Agreement, up to a maximum success fee of $75,000. The fifth amendment, executed
in March 1997, extended the term of the Agreement until December 31, 1997. At
September 30, 1997, the Company owed Heritage approximately $19,000 for unpaid
fees and interest previously deferred under the Agreement.

         As part of the original Agreement, Mr. Treadwell was granted the right
to purchase from the Company 100,000 shares of the common stock of the Company,
par value $0.01 per share, for $2.7679 per share. These options, all of which
are vested, terminate upon Mr. Treadwell's resignation as Chief Executive
Officer of the Company or upon termination of the Agreement.


                                        8


<PAGE>   11



Item 2. -         Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

RESULTS OF OPERATIONS

         NET INCOME

         The Company recorded a net loss of $136,000, or ($.02) per share for
the three months ended September 30, 1997, as compared to a net gain of $73,000,
or $.02 per share for the same three month period in 1996. The difference in
operating results was due primarily to the fact that the Company's gain on the
real estate parcel sold in the third quarter of 1996 was greater than that on
the sale during the corresponding period of 1997. 

         REVENUES

         Approximately 89% of the Company's revenues ($875,000) for the three
months ended September 30, 1997, were generated by the sale of a 10 acre parcel
of real estate. The remaining $113,000 of revenue came from payments under a
ground lease and interest on a mortgage note receivable. No land sales were
recorded during the first six months of 1997, and, accordingly, the proportion
of the Company's revenues for the nine months ended September 30, 1997,
attributable to land sales decreased to approximately 72% of the Company's
revenues.

         COSTS AND EXPENSES

         For the three months ended September 30, 1997, selling, general and
administrative costs were $143,000, as compared to $132,000 during the
comparable period of the prior year. For the nine months ended September 30,
1997, and September 30, 1996, such costs were $488,000 and $493,000,
respectively.

         Interest costs for the three months ended September 30, 1997, and
September 30, 1996, were $169,000 and $136,000, respectively. For the nine
months periods ended September 30, 1997, and September 30, 1997, such costs were
$462,000 and $409,000, respectively. The increases were due to the increase in
the interest rate on the Company's mortgage note payable and the line of credit.

FINANCIAL CONDITION AND LIQUIDITY

         The Company relies on internal sources of capital to meet its operating
and debt service requirements. Current internal sources of funds are cash on
hand, proceeds from land sales and lease payments. Due to adverse economic
conditions prevalent in the real estate and financial markets, development
activities with respect to the Company's properties have been significantly
reduced, with none of the Company's properties currently designated for any
significant above-ground development activity.


                                        9


<PAGE>   12



         On December 31, 1996, the Company was indebted to Acceptance pursuant
to a loan restructure arrangement entered into on October 18, 1995, in the
amount of $5,064,144, comprised of $747,313 due to Acceptance under the terms of
a February 1995 restructuring and $4,316,881 previously owed to Citizens
Fidelity Bank and Trust Company, now known as PNC Bank, Kentucky, Inc. ("PNC"),
which indebtedness was acquired by Acceptance immediately prior to the
restructuring. The aggregate indebtedness of the restructured loan was
represented by a single promissory note, due May 1, 1998, unless there was a
change in control of the Company prior to such time, in which event the maturity
of the loan would be accelerated. The interest rate on the restructured loan was
prime plus 1.5%, and with interest payable quarterly in arrears. In January
1996, the Company made a payment of $106,000 for interest relating to the fourth
quarter of 1995. The Company obtained permission to defer the remaining
quarterly interest payments due in 1996 and 1997 to Acceptance on its $5.1
million mortgage note in the event the Company's cash flow was insufficient to
make such payments, pending the receipt of funds from the sale of additional
properties or other sources. Accordingly, the Company did not make the $126,000
quarterly interest payments due on April 1, July 1, or October 1, 1996, and
January 1 and April 1, 1997. In September 1996, the Company made a payment to
Acceptance in the amount of $240,000 which was applied to the deferred interest
due from the first two quarters of 1996. The balance of the deferred interest as
of December 31, 1996, was approximately $263,000.

         The Company's obligation to pay the foregoing amount, as well as
additional interest of $123,614 accrued from January 1 through March 31, 1997,
was restructured in April 1997, and such aggregate accrued interest and the $5.1
million principal amount due to Acceptance have been consolidated into a new
promissory note due May 31, 1998, unless there is a change in control of the
Company prior to such time, in which event the maturity of the loan will be
accelerated. The interest rate on the restructured loan is prime plus 2.5%, with
interest accruing and added to principal on a quarterly basis in arrears.
Subject to the Company's right to prepay the note, the outstanding principal
amount of the note (or any portion thereof), plus accrued but unpaid interest,
is convertible into common stock of the Company at the option of Acceptance at
any time upon 20 days prior notice, based upon a price per share equal to the
average closing price of the common stock during the 30-day period immediately
preceding the date of Acceptance's notice of its election to convert. The
Company's indebtedness to Acceptance is secured by a first mortgage on
substantially all of the Company's property, including the certain notes and
mortgages payable to the Company from third parties. The accrued interest on the
note at September 30, 1997, was $60,000.

         In April 1997, Acceptance provided the Company a $500,000 line of
credit. Under this revolving credit facility, the Company may borrow and
reborrow up to $500,000. All borrowings are due May 31, 1998, unless there is a
change in control of the Company prior to such time, in which event the maturity
of the loan will be accelerated. The interest rate on the line of credit is
prime plus 2.5%, with interest accruing and added to principal on a monthly
basis in arrears. The Company is required to pay a fee to Acceptance on December
31, 1997, and on the maturity date of the note, equal to 0.5% of the average
unused portion of the line of credit during each period. The Company paid
Acceptance a fee of $15,000 in connection with the restructuring of the $5.1
million mortgage loan and the


                                       10


<PAGE>   13



establishment of the line of credit. On April 23, 1997, the Company borrowed
$300,000 on the line of credit to pay 1996 real estate taxes due in the amount
of $261,000 and to provide working capital. On August 25, 1997, the Company
repaid Acceptance the $300,000 on the line of credit and $12,000 in accrued
interest on the advance and the unused portion of the letter of credit. At
September 30, 1997, the interest accrued on the line of credit was $250.

         Under an amendment to the employee lease agreement with Heritage
Network, Incorporated ("Heritage"), effective April 1, 1996, pursuant to which
David L. Treadwell provides services to the Company as its Chairman of the Board
and Chief Executive Officer, the fee to Heritage was reduced to $25,000 per
annum, payable monthly, plus a success fee of .5% with respect to transactions
consummated during the term of the Agreement and transactions contracted for
which are closed within a specified period of time after termination of the
Agreement. The renewal extended the term of the Agreement until March 31, 1997,
and an amendment executed in March 1997 extended the term of the Agreement until
December 31, 1997. See "Note 4 - Related Party Transactions" to Notes to
Consolidated Financial Statements.

         The Company's operations are dependent upon its ability to generate
sufficient cash flow to meet its obligations and operating costs on a timely
basis. Management believes that, with reduced operations and the deferrals
previously described, the Company has sufficient capital to allow it to continue
to meet its obligations through December 31, 1997. Thereafter, operations will
depend upon the Company's ability to obtain additional capital through joint
venture arrangements, additional loans, sales of additional securities or
additional properties, or some combination of the foregoing. There can be no
assurance that the Company will be successful in any of such endeavors. During
the first nine months of 1997, approximately 72% of the Company's revenues have
been derived from the sale of property.

         In October 1995, the Company announced that its Board of Directors had
determined that it was in the best interests of the shareholders to seek a
merger partner or otherwise seek a transaction for the sale of the Company.
David L. Treadwell, Chairman of the Company, cited capital constraints limiting
the feasibility of independently developing the Company's existing properties as
a primary factor in the Board's decision to seek a merger or sale transaction.
Although the Company has had a number of inquiries and has held, and continues
to hold, discussions with potentially interested parties, no agreement relating
to a merger or other substantial transaction has yet been reached.


                                       11


<PAGE>   14



                           PART II - OTHER INFORMATION

Item 1. - Legal Proceedings

         None.

Item 2. - Changes in Securities

         None.

Item 3. - Defaults upon Senior Securities

         None.

Item 4. - Submission of Matters to a Vote of Security Holders

         None.

Item 5. - Other Information

         None.

Item 6. - Exhibits and Reports on Form 8-K

         (a)      Exhibits

    Exhibit
    Number                          Exhibit Description
    ------                          -------------------
     3.1         Certificate of Incorporation of the Company, as amended 
                 (previously filed as an exhibit to the Company's Annual Report 
                 on Form 10-K for the fiscal year ended December 31, 1987 and as
                 Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1987).

     3.2         Bylaws of the Company, as amended (previously filed as an 
                 exhibit to the Company's Annual Report on Form 10-K for the 
                 fiscal year ended December 31, 1990).

     4           Other instruments, notes or extracts from agreements defining 
                 the rights of holders of long-term debt of the Company or its 
                 subsidiaries have not been filed because (I) in each case the 
                 total amount of long-term debt permitted thereunder does not 
                 exceed 10% of the Company's consolidated assets, and (ii) the 
                 Company hereby agrees that it will furnish such instruments,
                 notes and extracts to the Securities and Exchange Commission
                 upon its request.

                                       12


<PAGE>   15





     10.1        Form of Indemnity Agreement between the Company and its
                 directors and certain officers, as utilized since December 12,
                 1988, (previously filed as an exhibit to the Company's Annual
                 Report on Form 10-K for the year ended December 31, 1988).

     10.2*       Salary Continuation Agreement dated November 19, 1986, between
                 the Company and Alvin L. Lawing, Jr. (previously filed as an
                 exhibit to the Company's Annual Report on Form 10-K for the 
                 fiscal year ended December 31, 1987).

     10.3        Agreements dated July 8, 1982, between the Company and Oxford
                 Development Enterprises, Inc., as amended (previously filed as
                 an exhibit to Registration Statement Number 2-84680).

     10.4        Agreement dated June 16, 1978, between the Company, American
                 Television and Communications Corporation and others
                 (previously filed as an exhibit to Registration Statement
                 Number 2-84680).

     10.5*       1990 Stock Option Plan (previously filed as an exhibit to the
                 Company's Proxy Statement dated November 6, 1990, relating to
                 the Annual Meeting held on November 30, 1990).

     10.6        Assumption and Indemnification Agreement dated April 30, 1990,
                 by and between the Company, MPJV Corporation, a Florida
                 corporation for the benefit of The Prudential Insurance Company
                 of America, a New Jersey corporation (previously filed as an
                 exhibit to the Company's Current Report on Form 8-K dated April
                 30, 1990).

     10.7        Loan Agreement dated as of October 11, 1989, between the
                 Company and Citizens Fidelity Bank and Trust Company (now known
                 as PNC Bank, Kentucky, Inc.), Louisville, Kentucky (previously
                 filed as an exhibit to the Company's Annual Report on Form 10-K
                 for the year ended December 31, 1989).

     10.8        Indemnification Agreement dated April 30, 1990, by and between
                 Major Center, a Joint Venture, a Florida general partnership,
                 MPJV Corporation, a Florida corporation, and The Prudential
                 Insurance Company of America, a New Jersey corporation
                 (previously filed as an exhibit to the Company's Current Report
                 on Form 8-K dated April 30, 1990).

     10.9        Mortgage Deed and Security Agreement granted October 11, 1989,
                 by the Company in favor of Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1989).

     10.10       Security Agreement dated November 30, 1990, granted by the
                 Company in favor of Citizens Fidelity Bank and Trust Company,
                 Louisville, Kentucky (previously filed as an exhibit to the
                 Company's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1990).


                                       13


<PAGE>   16





     10.11       Amendment to Loan Agreement, dated as of November 30, 1990,
                 between the Company and Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1990).

     10.12       Second Amendment to Loan Agreement, dated as of August 29,
                 1991, between the Company and Citizens Fidelity Bank and Trust
                 Company, Louisville,Kentucky (previously filed as an exhibit to
                 the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1991).

     10.13       Amendment to Mortgage Deed and Security Agreement, dated August
                 29, 1991, granted by the Company in favor of Citizens Fidelity
                 Bank and Trust Company, Louisville, Kentucky (previously filed
                 as an exhibit to the Company's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1991).

     10.14       Loan Agreement, dated as of March 25, 1992, between the Company
                 and Valassis Enterprises, L.P. (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1991).

     10.15       Note, dated March 25, 1992, given by the Company to Valassis
                 Enterprises, L.P., in the original principal sum of
                 $3,000,000.00 (previously filed as an exhibit to the Company's
                 Annual Report on Form 10-K for the fiscal year ended December
                 31, 1991).

     10.16       Second Mortgage and Security Agreement, dated as of March 25,
                 1992, given by the Company to The Major Group, Inc. and
                 Valassis Enterprises, L.P. (previously filed as an exhibit to
                 the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1991).

     10.17       Hazardous Materials Indemnification Agreement, dated as of
                 March 25, 1992, between the Company and Valassis Enterprises,
                 L.P. (previously filed as an exhibit to the Company's Annual
                 Report on Form 10-K for the fiscal year ended December 31,
                 1991).

     10.18*      Employee Lease Agreement executed as of the 26th day of March,
                 1992, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as an exhibit to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended
                 March 31, 1992).

     10.19       Nonrecourse Purchase Money Mortgage by Chavez
                 Properties-Garrison Channel, Limited Partnership, a Georgia
                 limited partnership, in favor of Major Center, A Joint Venture,
                 dated April 26, 1993 (previously filed as an exhibit to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1993).


                                       14


<PAGE>   17





     10.20       Nonrecourse Purchase Money Promissory Note for $2,750,000 from
                 Chavez Properties-Garrison Channel, Limited Partnership, a
                 Georgia limited partnership, in favor of Major Center, A Joint
                 Venture, dated April 26, 1993 (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1993).

     10.21       Amendment to Mortgage Deed and Security Agreement, dated
                 January 31, 1994, granted by the Company in favor of PNC Bank,
                 Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1993).

     10.22       Second Amendment to Mortgage Note, dated January 31, 1994, by
                 the Company and PNC Bank, Kentucky, Inc., formerly Citizens
                 Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as an exhibit to the Company's Annual Report
                 on Form 10-KSB for the fiscal year ended December 31, 1993).

     10.23       Third Amendment to Loan Agreement, dated as of January 31,
                 1994, by the Company and PNC Bank, Kentucky, Inc., formerly
                 Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as an exhibit to the Company's Amendment No.
                 1 to Annual Report on Form 10-KSB for the fiscal year ended
                 December 31, 1993).

     10.24*      Consultant Services Agreement, effective April 1, 1994, between
                 the Company and Development Consultants, Inc. of Orlando
                 (previously filed as Exhibit 10.43 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.25*      Amendment No. 1 to Employee Lease Agreement, as of the first
                 day of April, 1994, between the Company and David L. Treadwell
                 (previously filed as Exhibit 10.44 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.26*      Amendment No. 2 to Employee Lease Agreement, as of January 1,
                 1995, between the Company and David L. Treadwell (previously
                 filed as Exhibit 10.46 to the Company's Annual Report on Form
                 10-KSB for the fiscal year ended December 31, 1994).

     10.27       Amendment to Citizens Agreement, dated as of the first day of
                 February, 1995, among Valassis Enterprises, L.P., Acceptance
                 Insurance Companies Inc., the Company and PNC Bank, Kentucky,
                 Inc., formerly known as Citizens Fidelity Bank and Trust
                 Company (previously filed as Exhibit 10.47 to the Company's
                 Annual Report on Form 10-KSB for the fiscal year ended December
                 31, 1994).


                                       15


<PAGE>   18





     10.28       Mortgage Modification and Future Advance Agreement, dated
                 February 1, 1995, between Acceptance Insurance Companies Inc.
                 and the Company (previously filed as Exhibit 10.48 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1994).

     10.29       Assignment of Mortgage and Other Security Documents, dated
                 January 25, 1995, from Valassis Enterprises, L.P. to Acceptance
                 Insurance Companies Inc. (previously filed as Exhibit 10.49 to
                 the Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1994).

     10.30       Renewal and Consolidation Promissory Note, dated February 1,
                 1995, made by the Company in favor of Acceptance Insurance
                 Companies Inc. in the original principal sum of $1,600,000.00
                 (previously filed as Exhibit 10.50 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.31       Third Amendment to Mortgage Note, dated January 31, 1995, by
                 the Company and PNC Bank, Kentucky, Inc., formerly Citizens
                 Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as Exhibit 10.51 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.32       Fourth Amendment to Loan Agreement, dated as of January 31,
                 1995, by the Company and PNC Bank, Kentucky, Inc., formerly
                 Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as Exhibit 10.52 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.33       Amendment to Mortgage Deed and Security Agreement, dated
                 January 31, 1995, granted by the Company in favor of PNC Bank,
                 Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1994).

     10.34       Purchase Money Mortgage and Promissory Note for $1,310,000 from
                 Bara Vineland, Inc., a Florida corporation, in favor of Major
                 Realty Corporation, dated May 5, 1995 (previously filed as an
                 exhibit to the Company's Quarterly Report on Form 10-QSB for
                 the quarter ended June 30, 1995).

     10.35       Collateral Assignment of Nonrecourse Purchase Money Promissory
                 Note and Mortgage for $1,310,000 from Bara Vineland, Inc., a
                 Florida corporation, in favor of Major Realty Corporation,
                 dated May 5, 1995, to PNC Bank, Kentucky, Inc. (previously
                 filed as an exhibit to the Company's Quarterly Report on Form
                 10-QSB for the quarter ended June 30, 1995).


                                       16


<PAGE>   19





     10.36       Fifth Amendment to Loan Agreement, dated as of September 1,
                 1995, by the Company and PNC Bank, Kentucky, Inc., formerly
                 Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.37       Purchase Money Mortgage and Promissory Note for $3,580,000 from
                 Cracker Barrel Old Country Store, Inc., a Kentucky corporation,
                 in favor of Major Realty Corporation, dated September 1, 1995
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.38       Restated and Consolidated Promissory Note, dated October 18,
                 1995, made by the Company in favor of Acceptance Insurance
                 Companies Inc. in the original principal sum of $5,064,144
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.39       Sixth Amendment to Loan Agreement, dated as of October 18,
                 1995, by the Company and Acceptance Insurance Companies Inc.
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.40       Mortgage and Note Modification Agreement, dated as of October
                 18, 1995, by the Company and Acceptance Insurance Companies
                 Inc. (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.41       Indemnity Agreement, dated as of April 1, 1994, between the
                 Company and Development Consultants of Orlando, Inc.
                 (previously filed as Exhibit 10.61 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1995).

     10.42*      Amendment No. 1 to Consultant Services Agreement, dated as of
                 April 1, 1995, between the Company and Development Consultants
                 of Orlando, Inc. (previously filed as Exhibit 10.62 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1995).

     10.43*      Amendment No. 3 to Employee Lease Agreement, dated April 1,
                 1995, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as Exhibit 10.63 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1995).

     10.44*      Amendment No. 4 to Employee Lease Agreement, dated April 1,
                 1996, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as Exhibit 10.64 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1995).


                                       17


<PAGE>   20





     10.45*      Amendment No. 2 to Consultant Services Agreement, dated March
                 20, 1997, between the Company and Development Consultants of
                 Orlando, Inc. (previously filed as Exhibit 10.45 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1996).

     10.46*      Amendment No. 5 to Employee Lease Agreement, dated March 20,
                 1997, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as Exhibit 10.46 to the
                 Company's Amendment No. 1 to Annual Report on Form 10-KSB/A for
                 the fiscal year ended December 31, 1996).

     10.47       Mortgage Modification Agreement, dated as of April 1, 1997, by
                 the Company and Acceptance Insurance Companies Inc. (previously
                 filed as Exhibit 10.47 to the Company's Amendment No. 1 to
                 Annual Report on Form 10-KSB/A for the fiscal year ended
                 December 31, 1996).

     10.48       Restated and Consolidated Promissory Note, dated as of April 1,
                 1997, made by the Company in favor of Acceptance Insurance
                 Companies Inc. in the original principal sum of $5,450,728.32
                 (previously filed as Exhibit 10.48 to the Company's Amendment
                 No. 1 to Annual Report on Form 10-KSB/A for the fiscal year
                 ended December 31, 1996).

     10.49       Line of Credit Promissory Note, dated as of April 1, 1997, made
                 by the Company in favor of Acceptance Insurance Companies Inc.
                 in the original principal sum of $500,000 (previously filed as
                 Exhibit 10.49 to the Company's Amendment No. 1 to Annual Report
                 on Form 10-KSB/A for the fiscal year ended December 31, 1996).

     27.1        Financial Data Schedule for Quarter ended September 30, 1997 
                 (for SEC purposes only).

         -----------------------------------------------------------
         *  Management contract or compensatory plan or arrangement.

(b)      Reports on Form 8-K

                  On September 10, 1997 the Company announced it had sold 10.07
                  acres of multifamily land located on Cason Cove Drive in
                  Orlando to Water View Partners, LTD. for $850,000.


                                       18


<PAGE>   21



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                MAJOR REALTY CORPORATION
                                (Registrant)

      November 13, 1997                     By:/s/ David L. Treadwell
-----------------------------                  ---------------------------------
          Date                                     David L. Treadwell
                                                   Chairman and CEO
                                                   (Principal Financial Officer)


                                       19


<PAGE>   22



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                                Sequentially
                                                                                                                 Numbered
    Exhibit                                                                                                     ------------
    Number                              Exhibit Description                                                         Page
    ------                              -------------------                                                         ----
     <S>         <C>                                                                                            <C>
     3.1         Certificate of Incorporation of the Company, as amended
                 (previously filed as an exhibit to the Company's Annual Report
                 on Form 10-K for the fiscal year ended December 31, 1987 and as
                 Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1987).

     3.2         Bylaws of the Company, as amended (previously filed as an
                 exhibit to the Company's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1990).

     4           Other instruments, notes or extracts from agreements defining
                 the rights of holders of long-term debt of the Company or its
                 subsidiaries have not been filed because (I) in each case the
                 total amount of long-term debt permitted thereunder does not
                 exceed 10% of the Company's consolidated assets, and (ii) the
                 Company hereby agrees that it will furnish such instruments,
                 notes and extracts to the Securities and Exchange Commission
                 upon its request.

     10.1        Form of Indemnity Agreement between the Company and its
                 directors and certain officers, as utilized since December 12,
                 1988, (previously filed as an exhibit to the Company's Annual
                 Report on Form 10-K for the year ended December 31, 1988).

     10.2*       Salary Continuation Agreement dated November 19, 1986, between
                 the Company and Alvin L. Lawing, Jr. (previously filed as an
                 exhibit to the Company's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1987).

     10.3        Agreements dated July 8, 1982, between the Company and Oxford
                 Development Enterprises, Inc., as amended (previously filed as
                 an exhibit to Registration Statement Number 2-84680).

     10.4        Agreement dated June 16, 1978, between the Company, American
                 Television and Communications Corporation and others
                 (previously filed as an exhibit to Registration Statement
                 Number 2-84680).

     10.5*       1990 Stock Option Plan (previously filed as an exhibit to the
                 Company's Proxy Statement dated November 6, 1990, relating to
                 the Annual Meeting held on November 30, 1990).
</TABLE>

                                       20


<PAGE>   23





     10.6        Assumption and Indemnification Agreement dated April 30, 1990,
                 by and between the Company, MPJV Corporation, a Florida
                 corporation for the benefit of The Prudential Insurance Company
                 of America, a New Jersey corporation (previously filed as an
                 exhibit to the Company's Current Report on Form 8-K dated April
                 30, 1990).

     10.7        Loan Agreement dated as of October 11, 1989, between the
                 Company and Citizens Fidelity Bank and Trust Company (now known
                 as PNC Bank, Kentucky, Inc.), Louisville, Kentucky (previously
                 filed as an exhibit to the Company's Annual Report on Form 10-K
                 for the year ended December 31, 1989).

     10.8        Indemnification Agreement dated April 30, 1990, by and between
                 Major Center, a Joint Venture, a Florida general partnership,
                 MPJV Corporation, a Florida corporation, and The Prudential
                 Insurance Company of America, a New Jersey corporation
                 (previously filed as an exhibit to the Company's Current Report
                 on Form 8-K dated April 30, 1990).

     10.9        Mortgage Deed and Security Agreement granted October 11, 1989,
                 by the Company in favor of Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1989).

     10.10       Security Agreement dated November 30, 1990, granted by the
                 Company in favor of Citizens Fidelity Bank and Trust Company,
                 Louisville, Kentucky (previously filed as an exhibit to the
                 Company's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1990).

     10.11       Amendment to Loan Agreement, dated as of November 30, 1990,
                 between the Company and Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1990).

     10.12       Second Amendment to Loan Agreement, dated as of August 29,
                 1991, between the Company and Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1991).


                                       21


<PAGE>   24





     10.13       Amendment to Mortgage Deed and Security Agreement, dated August
                 29, 1991, granted by the Company in favor of Citizens Fidelity
                 Bank and Trust Company, Louisville, Kentucky (previously filed
                 as an exhibit to the Company's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1991).

     10.14       Loan Agreement, dated as of March 25, 1992, between the Company
                 and Valassis Enterprises, L.P. (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1991).

     10.15       Note, dated March 25, 1992, given by the Company to Valassis
                 Enterprises, L.P., in the original principal sum of
                 $3,000,000.00 (previously filed as an exhibit to the Company's
                 Annual Report on Form 10-K for the fiscal year ended December
                 31, 1991).

     10.16       Second Mortgage and Security Agreement, dated as of March 25,
                 1992, given by the Company to The Major Group, Inc. and
                 Valassis Enterprises, L.P. (previously filed as an exhibit to
                 the Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1991).

     10.17       Hazardous Materials Indemnification Agreement, dated as of
                 March 25, 1992, between the Company and Valassis Enterprises,
                 L.P. (previously filed as an exhibit to the Company's Annual
                 Report on Form 10-K for the fiscal year ended December 31,
                 1991).

     10.18*      Employee Lease Agreement executed as of the 26th day of March,
                 1992, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as an exhibit to the
                 Company's Quarterly Report on Form 10-Q for the quarter ended
                 March 31, 1992).

     10.19       Nonrecourse Purchase Money Mortgage by Chavez Properties-
                 Garrison Channel, Limited Partnership, a Georgia limited
                 partnership, in favor of Major Center, A Joint Venture, dated
                 April 26, 1993 (previously filed as an exhibit to the Company's
                 Annual Report on Form 10-KSB for the fiscal year ended December
                 31, 1993).

     10.20       Nonrecourse Purchase Money Promissory Note for $2,750,000 from
                 Chavez Properties-Garrison Channel, Limited Partnership, a
                 Georgia limited partnership, in favor of Major Center, A Joint
                 Venture, dated April 26, 1993 (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1993).


                                       22


<PAGE>   25





     10.21       Amendment to Mortgage Deed and Security Agreement, dated
                 January 31, 1994, granted by the Company in favor of PNC Bank,
                 Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1993).

     10.22       Second Amendment to Mortgage Note, dated January 31, 1994, by
                 the Company and PNC Bank, Kentucky, Inc., formerly Citizens
                 Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as an exhibit to the Company's Annual Report
                 on Form 10-KSB for the fiscal year ended December 31, 1993).

     10.23       Third Amendment to Loan Agreement, dated as of January 31,
                 1994, by the Company and PNC Bank, Kentucky, Inc., formerly
                 Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as an exhibit to the Company's Amendment No.
                 1 to Annual Report on Form 10-KSB for the fiscal year ended
                 December 31, 1993).

     10.24*      Consultant Services Agreement, effective April 1, 1994, between
                 the Company and Development Consultants, Inc. of Orlando
                 (previously filed as Exhibit 10.43 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.25*      Amendment No. 1 to Employee Lease Agreement, as of the first
                 day of April, 1994, between the Company and David L. Treadwell
                 (previously filed as Exhibit 10.44 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.26*      Amendment No. 2 to Employee Lease Agreement, as of January 1,
                 1995, between the Company and David L. Treadwell (previously
                 filed as Exhibit 10.46 to the Company's Annual Report on Form
                 10-KSB for the fiscal year ended December 31, 1994).

     10.27       Amendment to Citizens Agreement, dated as of the first day of
                 February, 1995, among Valassis Enterprises, L.P., Acceptance
                 Insurance Companies Inc., the Company and PNC Bank, Kentucky,
                 Inc., formerly known as Citizens Fidelity Bank and Trust
                 Company (previously filed as Exhibit 10.47 to the Company's
                 Annual Report on Form 10-KSB for the fiscal year ended December
                 31, 1994).


                                       23


<PAGE>   26





     10.28       Mortgage Modification and Future Advance Agreement, dated
                 February 1, 1995, between Acceptance Insurance Companies Inc.
                 and the Company (previously filed as Exhibit 10.48 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1994).

     10.29       Assignment of Mortgage and Other Security Documents, dated
                 January 25, 1995, from Valassis Enterprises, L.P. to Acceptance
                 Insurance Companies Inc. (previously filed as Exhibit 10.49 to
                 the Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1994).

     10.30       Renewal and Consolidation Promissory Note, dated February 1,
                 1995, made by the Company in favor of Acceptance Insurance
                 Companies Inc. in the original principal sum of $1,600,000.00
                 (previously filed as Exhibit 10.50 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.31       Third Amendment to Mortgage Note, dated January 31, 1995, by
                 the Company and PNC Bank, Kentucky, Inc., formerly Citizens
                 Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as Exhibit 10.51 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.32       Fourth Amendment to Loan Agreement, dated as of January 31,
                 1995, by the Company and PNC Bank, Kentucky, Inc., formerly
                 Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as Exhibit 10.52 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1994).

     10.33       Amendment to Mortgage Deed and Security Agreement, dated
                 January 31, 1995, granted by the Company in favor of PNC Bank,
                 Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
                 Company, Louisville, Kentucky (previously filed as an exhibit
                 to the Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1994).

     10.34       Purchase Money Mortgage and Promissory Note for $1,310,000 from
                 Bara Vineland, Inc., a Florida corporation, in favor of Major
                 Realty Corporation, dated May 5, 1995 (previously filed as an
                 exhibit to the Company's Quarterly Report on Form 10-QSB for
                 the quarter ended June 30, 1995).


                                       24


<PAGE>   27





     10.35       Collateral Assignment of Nonrecourse Purchase Money Promissory
                 Note and Mortgage for $1,310,000 from Bara Vineland, Inc., a
                 Florida corporation, in favor of Major Realty Corporation,
                 dated May 5, 1995, to PNC Bank, Kentucky, Inc. (previously
                 filed as an exhibit to the Company's Quarterly Report on Form
                 10-QSB for the quarter ended June 30, 1995).

     10.36       Fifth Amendment to Loan Agreement, dated as of September 1,
                 1995, by the Company and PNC Bank, Kentucky, Inc., formerly
                 Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.37       Purchase Money Mortgage and Promissory Note for $3,580,000 from
                 Cracker Barrel Old Country Store, Inc., a Kentucky corporation,
                 in favor of Major Realty Corporation, dated September 1, 1995
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.38       Restated and Consolidated Promissory Note, dated October 18,
                 1995, made by the Company in favor of Acceptance Insurance
                 Companies Inc. in the original principal sum of $5,064,144
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.39       Sixth Amendment to Loan Agreement, dated as of October 18,
                 1995, by the Company and Acceptance Insurance Companies Inc.
                 (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.40       Mortgage and Note Modification Agreement, dated as of October
                 18, 1995, by the Company and Acceptance Insurance Companies
                 Inc. (previously filed as an exhibit to the Company's Quarterly
                 Report on Form 10-QSB for the quarter ended September 30,
                 1995).

     10.41       Indemnity Agreement, dated as of April 1, 1994, between the
                 Company and Development Consultants of Orlando, Inc.
                 (previously filed as Exhibit 10.61 to the Company's Annual
                 Report on Form 10-KSB for the fiscal year ended December 31,
                 1995).


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<PAGE>   28





     10.42*      Amendment No. 1 to Consultant Services Agreement, dated as of
                 April 1, 1995, between the Company and Development Consultants
                 of Orlando, Inc. (previously filed as Exhibit 10.62 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1995).

     10.43*      Amendment No. 3 to Employee Lease Agreement, dated April 1,
                 1995, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as Exhibit 10.63 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1995).

     10.44*      Amendment No. 4 to Employee Lease Agreement, dated April 1,
                 1996, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as Exhibit 10.64 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1995).

     10.45*      Amendment No. 2 to Consultant Services Agreement, dated March
                 20, 1997, between the Company and Development Consultants of
                 Orlando, Inc. (previously filed as Exhibit 10.45 to the
                 Company's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 1996).

     10.46*      Amendment No. 5 to Employee Lease Agreement, dated March 20,
                 1997, between the Company, Heritage Network Incorporated and
                 David L. Treadwell (previously filed as Exhibit 10.46 to the
                 Company's Amendment No. 1 to Annual Report on Form 10-KSB/A for
                 the fiscal year ended December 31, 1996).

     10.47       Mortgage Modification Agreement, dated as of April 1, 1997, by
                 the Company and Acceptance Insurance Companies, Inc.
                 (previously filed as Exhibit 10.47 to the Company's Amendment
                 No. 1 to Annual Report on Form 10-KSB/A for the fiscal year
                 ended December 31, 1996).

     10.48       Restated and Consolidated Promissory Note, dated as of April 1,
                 1997, made by the Company in favor of Acceptance Insurance
                 Companies Inc. in the original principal sum of $5,450,728.32
                 (previously filed as Exhibit 10.48 to the Company's Amendment
                 No. 1 to Annual Report on Form 10-KSB/A for the fiscal year
                 ended December 31, 1996).


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<PAGE>   29




     10.49       Line of Credit Promissory Note, dated as of April 1, 1997, made
                 by the Company in favor of Acceptance Insurance Companies Inc.
                 in the original principal sum of $500,000 (previously filed as
                 Exhibit 10.49 to the Company's Amendment No. 1 to Annual Report
                 on Form 10-KSB/A for the fiscal year ended December 31, 1996).

     27.1        Financial Data Schedule for Quarter ended September 30, 1997 
                 (for SEC purposes only).

         ---------------------------------------------------
         *  MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.


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