<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 June 30, 1997
                          Commission File No. 0-1748



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



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




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


       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 August   , 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>
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

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

             Consolidated Statements of Income for the
                Six Months Ended June 30, 1997 and 1996   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

             Consolidated Statements of Cash Flows for the
                Six Months Ended June 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
                      June 30, 1997 and December 31, 1996

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                 June 30,             December 31,
                                                                                   1997                   1996
                                                                               -----------           -------------
                            ASSETS                                             (unaudited)              (audited)
<S>                                                                            <C>                    <C>
Cash and cash equivalents                                                        $     200             $      320
Mortgage note receivable                                                             2,750                  2,750
Land held for sale or development                                                    4,972                  4,970
Land under lease                                                                       171                    171
Other assets                                                                         1,063                    915
                                                                                 ---------             ----------
                                                                                 $   9,156             $    9,126
                                                                                 =========             ==========


                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable - trade                                                         $      56             $       58
Accrued expenses                                                                       554                    790
Convertible mortgage note payable due to related party                               5,751                  5,064
Deferred income taxes                                                                   26                     26
                                                                                 ---------             ----------
                                                                                     6,387                  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                                                                 (5,122)               ( 4,703)
                                                                                 ---------             ---------- 

    Total stockholders' equity                                                       2,769                  3,188
                                                                                 ---------             ----------

                  TOTAL                                                          $   9,156             $    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 June 30, 1997 and 1996
                                  (unaudited)

                     (in thousands; except per share data)


<TABLE>
<CAPTION>
                                                                     
                                                                     
                                                                                                       
                                                      FOR THE THREE                       FOR THE SIX 
                                                      --------------                      ----------- 
                                                      MONTHS ENDED:                      MONTHS ENDED:
                                                      -------------                      -------------
                                                   June 30,         June 30,         June 30,         June 30,
                                                    1997             1996              1997            1996   
                                                ------------     ------------      -----------      ----------

<S>                                             <C>                 <C>               <C>             <C>
Revenues:
  Sales of real estate                          $          -       $         -      $        -        $         -
  Lease income                                            33                33              66                 66
  Interest and other income                               78                73             153                145
                                                ------------       -----------      ----------        -----------
          Total revenues                                 111               106             219                211 
                                                ------------       -----------      ----------        -----------
                                   
Costs and Expenses:
  Cost of real estate sold:
    Improved and unimproved land                           -                 -               -                  -
    Commissions & other expenses                           -                 -               -                  -
  Selling, general and administrative                    166               185             345                361
  Interest cost                                          164               136             293                273
                                                ------------       -----------      ----------        -----------  
          Total costs and expenses                       330               321             638                634
                                                ------------       -----------      ----------        -----------

Income (loss) before provision for income taxes         (219)             (215)           (419)              (423)
Provision for income taxes                                 -                 -               -                  - 
                                                ------------       -----------      ----------        -----------

          Net income (loss)                     $       (219)      $      (215)     $     (419)       $      (423)           
                                                ============       ===========      ==========        ===========
Net loss per common share                       $       (.03)      $      (.03)     $     (.06)       $      (.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 six months ended June 30, 1997 and 1996
                                  (unaudited)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   1997                   1996   
                                                                                ----------             ----------
<S>                                                                              <C>                    <C>
Cash flows from operating activities:
Net income (loss)                                                                $    (419)             $    (423)
                                                                                 ---------              --------- 
   Adjustments to reconcile net income (loss) to net
      cash used for operating activities:
      Depreciation and amortization                                                      6                     13
      Increase in other assets and other receivables                                  (155)                  (139)
      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                                                     (237)                   (35)
                                                                                 ---------              --------- 
          Total adjustments                                                           (386)                  (246)
                                                                                 ---------              --------- 
          Net cash used for operating activities                                      (805)                  (669)
                                                                                 ---------              --------- 

Cash flows from investing activities:
   Additions to land held for sale or development                                       (1)                   (16)
   Proceeds from the sale of land held for sale
      or development                                                                    -                      -
   Purchase of equipment                                                                -                      (1)
                                                                                 ---------              ---------

          Net cash (used for) provided by
          investing activities                                                          (1)                   (17)
                                                                                 ---------              --------- 

Cash flows from financing activities:
   Proceeds from mortgage notes payable                                                686                     -
Principal payments of mortgage
      notes payable                                                                     -                      -
   Increase in restricted cash                                                          -                      - 
                                                                                 ---------              ---------
      Net cash used for
           financing activities                                                        686                     - 
                                                                                 ---------              ---------

Net decrease in cash and cash equivalents                                             (120)                  (686)
Cash and cash equivalents at beginning
   of period                                                                           320                  1,006
                                                                                 ---------              ---------
Cash and cash equivalents at end of period                                       $     200              $     320
                                                                                 =========              =========

</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 three months ended March 31, 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 approximately
$850,000, for approximately 10.07 acres of multi-family land located on Cason
Cove Drive in Orlando.  The Buyer has made a $50,000 non-refunable deposit and
scheduled closing date is August 28, 1997.

         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)





                                       4
<PAGE>   7

                   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)





                                       5
<PAGE>   8

                   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 June 30, 1997
was $152,000.

         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)





                                       6
<PAGE>   9

                   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.  At June 30, 1997 the interest accrued on the line of credit
was $6,600.

         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 June 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.





                                       7
<PAGE>   10

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 $219,000, or ($.03) per share for
the three months ended June 30, 1997, as compared to a net loss of $215,000, or
($.03) per share for the same three month period in 1996.  The 1997 and 1996
net losses were due to the fact the Company had no land sales or other new
transactions during these periods.

         REVENUES

         Substantially all of the Company's revenues for the three months ended
June 30, 1997, were generated by a ground lease and interest on a mortgage note
receivable.

         COSTS AND EXPENSES

         For the three months ended June 30, 1997, selling, general and
administrative costs were $166,000, as compared to $185,000 during the
comparable period of the prior year.  For the six months ended June 30, 1997,
and June 30, 1996, such costs were $345,000 and $361,000, respectively.  The
decreases were due to the the Company's continued efforts to reduce costs.

         Interest costs for the three months ended June 30, 1997, and June 30,
1996, were $164,000 and $136,000, respectively.  For the six months periods
ended June 30, 1997, and June 30, 1997, such costs were $293,000 and $273,000,
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.

         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





                                       8
<PAGE>   11

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 June 30, 1997, was $152,000.

         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.
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.  At June 30, 1997, the interest accrued on the line of credit was
$6,600.

         Under an amendment to the employee lease agreement with Heritage
Network, Incorporated ("Heritage"), effective April 1, 1996, pursuant to which
David L. Treadwell





                                       9
<PAGE>   12

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.

         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.





                                       10
<PAGE>   13

                          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

<TABLE>
<CAPTION>
    Exhibit
    Number                                           Exhibit Description
    ------                                           -------------------
       <S>      <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.
</TABLE>




                                      11
<PAGE>   14

<TABLE>
      <S>       <C>
      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).
</TABLE>




                                      12
<PAGE>   15

<TABLE>
      <S>       <C>
      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).





</TABLE>
                                       13
<PAGE>   16

<TABLE>
      <S>       <C>
      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).
</TABLE>




                                      14
<PAGE>   17

<TABLE>
      <S>       <C>
      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).
</TABLE>




                                      15
<PAGE>   18

<TABLE>
      <S>       <C>
      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).

</TABLE>



                                      16
<PAGE>   19

<TABLE>
      <S>       <C>
      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 June 30, 1997 (for SEC purposes only).
</TABLE>

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


(b)      Reports on Form 8-K

                 None





                                       17
<PAGE>   20

                                   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)




   August 8, 1997                    By: /s/ David L. Treadwell
-----------------                        ----------------------------
     Date                                    David L. Treadwell
                                             Chairman and CEO
                                             (Principal Financial Officer)





                                       18
<PAGE>   21

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
    Exhibit                                                                                           Sequentially
    Number                                    Exhibit Description                                    Numbered 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>




                                      19
<PAGE>   22
<TABLE>
      <S>       <C>
      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).


</TABLE>



                                      20


<PAGE>   23
<TABLE>
      <S>       <C>

      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).


</TABLE>





                                      21


<PAGE>   24
<TABLE>
      <S>       <C>
      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).


</TABLE>





                                      22


<PAGE>   25
<TABLE>
      <S>       <C>

      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).

</TABLE>





                                      23


<PAGE>   26
<TABLE>
      <S>       <C>

      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).



</TABLE>





                                      24


<PAGE>   27
<TABLE>
      <S>       <C>


      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).


</TABLE>





                                      25


<PAGE>   28
<TABLE>
      <S>       <C>

      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 June 30, 1997 (for SEC purposes
                only).                                      
</TABLE>

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





                                       26