UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D. C. 20549

                                   FORM 10-QSB

 ( X )   Quarterly report pursuant to Section 13 or 15(d) of the Securities and
         Exchange Act of 1934.

               For the quarterly period ended September 30, 1999.

 (    )  Transition report pursuant to Section 13 or 15(d) of the Exchange Act
         for the transition period from _________________ to ____________ .



                        Commission File Number: 333-06328

                 Sterling Financial Services of Florida I, Inc.

               (Exact Name of Registrant as Specified in Its Charter)

          Florida                                             65-0716464
          -------                                            -----------
(State of Incorporation)                               (I.R.S. Employer I.D. No)

                  239 Halliday Park Drive, Tampa, Florida 33612

                    (Address of Principal Executive Offices)

                                 (813) 932-2228

              (Registrant's Telephone Number, Including Area Code)

Check whether the registrant:  (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                 YES ( ) NO (X)

Indicate the number of shares outstanding of each of the issuer's classes of
stock as of February 15, 2000

                               1,000 Common Shares

Transitional Small Business Disclosure Format:

                                 YES ( ) NO (X)


                 Sterling Financial Services of Florida I, Inc.
1
<PAGE>

                              INDEX TO FORM 10-QSB

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

        Balance Sheets as of September 30, 1999 and December 31,1998.....     3

        Statements of Operations for the three and nine-months ended
          September 30, 1999 and 1998....................................     4

        Statement of Stockholders' Deficit for the nine-months ended
          September 30, 1999.............................................     5

        Statements of Cash Flows for the three and nine-months ended
          September 30, 1999 and 1998....................................     6

        Notes to Financial Statements....................................     7

Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations (including Year 2000 Issues and
          Cautionary Statement)..........................................     9

PART II.OTHER INFORMATION

Item 1. Legal Proceedings................................................    14
Item 2. Changes in Securities............................................    14
Item 3. Defaults Upon Senior Securities..................................    14
Item 4. Submission of Matters to a Vote of Securities Holders............    14
Item 5. Other Information................................................    14
Item 6. Exhibits and Reports on Form 8-K.................................    14

Signatures
                                      -2-



                                       2
<PAGE>



                         STERLING FINANCIAL SERVICES OF FLORIDA I, INC.

                                         BALANCE SHEETS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             September
                                                              30, 1999             December 31,
ASSETS                                                       (Unaudited)               1998
------                                                      --------------        ---------------
<S>                                                      <C>                     <C>
Cash and cash equivalents                                 $     1,363,677          $   1,282,906
                                                          -----------------       ----------------

Receivables:
Finance-net                                                     3,331,953              1,485,697
Mobile home floor plan                                            331,335                182,007
Affiliate                                                          98,655                257,278
Interest and fees                                                  66,560                  8,920
                                                          ----------------       -----------------
     Total receivables                                          3,828,503              1,933,902
                                                          ----------------       ----------------

Inventories                                                     1,291,683                433,597
                                                           ---------------       ----------------

Investment in and advances to Parkwood
    Estates Mobile Home Park, L.C.                                728,564                602,178
                                                         -----------------       ----------------

Property and equipment - net                                      300,798                254,541
                                                         -----------------       ----------------

Other assets:
Software not yet placed in service                                 69,115
Deferred debt issuance costs - net                                760,757                514,999
Repossessed mobile homes                                          118,369                 85,417
                                                         -----------------       ----------------
     Total other assets                                           948,241                600,416
                                                         -----------------       ----------------

TOTAL                                                     $     8,461,466              5,107,540
                                                         =================       ================

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:

Secured notes payable                                     $     9,943,000              5,974,000
Due to Sterling Financial Services                                 80,989
Accrued and other liabilities                                      89,489                 56,334
                                                         -----------------       ----------------
     Total liabilities                                         10,113,478              6,030,334
                                                         -----------------       ----------------

STOCKHOLDERS' DEFICIT

Common stock, no par value, 10,000 shares authorized,
    1,000 shares issued and outstanding
                                                                   1,000                  1,000
Deficit                                                       (1,653,012)              (923,794)
                                                         -----------------       ----------------
     Total stockholders' deficit                              (1,652,012)              (922,794)
                                                         -----------------       ----------------

TOTAL                                                     $     8,461,466              5,107,540
                                                         =================       ================

-------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.


                                                     -3-


                                       3
<PAGE>


                                STERLING FINANCIAL SERVICES OF FLORIDA I, INC.
                                          STATEMENTS OF OPERATIONS

                                                  (Unaudited)
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                          Three-Months        Three-Months     Nine-Months Ended     Nine-Months
                                             Ended               Ended           September 30,          Ended
                                            September      September 30, 1998        1999         September 30, 1998
                                            30, 1999
                                         ----------------- ------------------- ------------------ -------------------
<S>                                      <C>               <C>                 <C>                <C>    REVENUES:

Mobile home sales                                $470,069                             $1,160,594
Interest and fees                                 215,997         $    74,892            498,347           $ 164,444             $
Rental income                                      28,357              27,203             91,726              69,520
Other                                                 100                 174              2,619               4,919
                                         -----------------  -------------------       ------------          --------
      Total revenues                              714,523             102,269          1,753,286             238,883
                                         -----------------  -------------------       ------------          --------


OPERATING EXPENSES:

Cost of mobile homes sold                         374,792                                915,451
Management fees - Related Party                   139,973             145,000            448,447             282,190
Interest                                          322,186             142,619            785,107             304,046
Occupancy and equipment                            29,105              36,372             88,093             117,033
Professional fees                                   9,325              16,739             59,825              31,752
Equity in loss of Parkwood Estates
   Mobile Home Park, L.C.                           9,662               3,607             29,074               3,607
Other                                              68,907               6,609            156,507              40,717
                                         ----------------- -------------------        ------------          --------
    Total operating expenses                      953,950             350,946          2,482,504             779,345
                                         ----------------- -------------------        ------------          --------

NET LOSS                                       $(239,427)          $(248,677)         $(729,218)          $(540,462)
                                         ================= =================== ================== ===================

LOSS PER COMMON SHARE                           $(239.43)          $ (248.68)          $(729.22)          $ (540.46)
                                         ================= =================== ================== ===================


---------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.






                                       -4-




                                       4

<PAGE>




                           STERLING FINANCIAL SERVICES OF FLORIDA I, INC.
                                 STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                     Common Stock
                                                  Shares        Amount            Deficit               Total
                                                ------------  ------------     --------------        -------------
<S>                                             <C>           <C>              <C>                  <C>
Balances, December 31, 1998                           1,000 $       1,000    $     (923,794)       $    (922,794)

Net loss for the nine months ended
   September 30, 1999 (unaudited)                                                  (729,218)            (729,218)
                                                ------------  ------------   ----------------    -----------------

Balances, September 30, 1999 (unaudited)              1,000 $       1,000    $   (1,653,012)       $  (1,652,012)
                                                ============  ============   ================    =================




------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes.
                                      -5-


                                       5
<PAGE>



                  STERLING FINANCIAL SERVICES OF FLORIDA I, INC.
                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Three-Months     Three-Months     Nine-Months     Nine-Months
                                                                       Ended           Ended            Ended           Ended
                                                                   September 30,   September 30,    September 30,   September 30,
                                                                       1999             1998            1999             1998
                                                                  ---------------- --------------- ---------------- ---------------
<S>                                                               <C>              <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                             $(239,427)      $(248,677)       $(729,218)       (540,462)

  Adjustments to reconcile net loss to net cash used in
operating
    activities:

    Depreciation                                                            6,619           6,974           19,858          19,866
    Amortization and write off of deferred debt issuance costs             64,590          28,183          151,339          61,933
    Equity in loss of Parkwood Estates Mobile Home Park, L.C.               9,662           3,607           29,074           3,607
    Increase in inventories                                              (49,680)       (140,355)        (858,086)       (140,355)
    Increase in interest and fee receivables                             (46,426)                         (57,640)
    Increase in accrued and other liabilities                              18,605          29,945           33,155          58,416
                                                                  ----------------  -------------- ---------------- ---------------

NET CASH USED IN OPERATING ACTIVITIES                                   (236,057)       (320,323)      (1,411,518)       (536,995)
                                                                  ---------------- --------------- ---------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment and software not yet
    placed in service                                                    (89,980)        (11,255)        (135,230)        (79,485)
   Investment in Parkwood Estates Mobile Home Park, L.C.                                (561,606)                        (561,606)
  Advances to Parkwood Estates Mobile Home Park, L.C.                    (85,460)                        (155,460)
  Proceeds from sales of repossessed mobile homes                         51,728                          184,479
  Net increase in finance receivables                                   (334,220)       (315,191)      (2,063,687)       (878,321)
  Net decrease (increase) in mobile home floor plan                       61,266         (74,026)        (149,328)       (179,052)
receivables

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

NET CASH USED BY INVESTING ACTIVITIES                                   (396,666)       (962,078)      (2,319,226)     (1,698,464)
                                                                  ---------------- --------------- ---------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of secured notes payable                         125,000       1,327,000        3,969,000       3,518,000
  (Increase) decrease in affiliate receivables                                            (6,000)          158,623         (5,750)
  Increase in due to Sterling Financial Services                                                            80,989
  Cash paid for deferred debt issuance costs                             (12,497)       (105,699)        (397,097)       (324,000)
                                                                  ---------------- --------------- ---------------- ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                 112,503       1,215,301        3,811,515       3,188,250
                                                                  ---------------- --------------- ---------------- ---------------

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                                      (520,220)        (67,100)           80,771         952,791

CASH AND CASH EQUIVALENTS, BEGINNING OF
   PERIOD                                                               1,883,897       1,836,324        1,282,906         816,433
                                                                   --------------- --------------- ---------------- ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                1,363,677      $1,769,224        1,363,677      $1,769,224
                                                                  ================ =============== ================ ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Interest paid                                            $257,596      $  114,436         $633,768      $242,113
                                                                  ================ =============== ================ ===============

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.
                                                              -6-

                                       6
<PAGE>

                     STERLING FINANCIAL SERVICES OF FLORIDA I, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

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

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Sterling  Financial Services of Florida I, Inc, (the "Company") was incorporated
under the laws of the state of  Florida  on  January  3,  1997.  The  Company is
primarily in the  business of  originating  and  purchasing  retail  mobile home
installment  sales  contracts  created  in  connection  with  the  financing  of
manufactured  homes. The Company also owns and rents mobile homes located in the
Halliday Village Mobile Home Park ("Halliday") and has a 25% ownership  interest
in a mobile home park located in Hillsborough County,  Florida (see Note D). The
Company's  operations are located in Tampa, Florida and substantially all of its
customers are Florida residents.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared in accordance with generally accepted accounting principals for interim
financial  information  and the  instructions  to Form  10-QSB  and Rule 10-1 of
Regulation  S-X  of  the  Securities  and  Exchange   Commission   (the  "SEC").
Accordingly,  these  financial  statements  do not include all of the  footnotes
required  by  generally  accepted  accounting  principals.  In  the  opinion  of
management,  all  adjustments  (consisting of normal and recurring  adjustments)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three and  nine-month  periods ended  September 30, 1999 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1999. The accompanying financial statements and the notes should be
read in  conjunction  with the  Company's  audited  financial  statements  as of
December 31, 1998 contained in its Form 10-KSB.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting  principals  requires  that  management  make certain  estimates  and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements.  The reported  amounts of revenues and expenses during the reporting
period may be affected by the  estimates  and  assumptions  that  management  is
required  to  make.   Estimates  from   management  that  are  critical  to  the
accompanying financial statements include the appropriate level or allowance for
credit losses which can be significantly impacted by future industry, market and
economic  trends  and  conditions.   Actual  results  could  differ  from  those
estimates.

Loss Per Common Share

Loss per  common  share is based on the  weighted  average  number of common and
common equivalent  shares  outstanding  during the period.  The weighted average
number of such shares  outstanding  for the three and  nine-month  periods ended
September 30, 1999 and 1998 was 1,000.

Reclassifications

Certain  amounts  in the  September  30,  1998  financial  statements  have been
reclassified to conform with the September 30, 1999 presentations.

                                                     -7-

                                       7
<PAGE>

NOTE C - SECURED NOTES PAYABLE

Secured notes payable bear interest at 10.5%, with interest payable monthly, and
mature on June 30, 2002. The notes,  which may be prepaid in whole or in part at
any time without  premium or penalty,  are secured by a first lien on any assets
acquired  with the  proceeds.  As of September  30,  1999,  the Company had sold
$9,943,000  of such notes.  The Company was offering the Notes on a best efforts
basis through  Broker-dealers  (who were members of the National  Association of
Securities  Dealers,  Inc.),  through  June 30,  1999  (the  termination  of the
offering).

NOTE D - RELATED PARTY TRANSACTIONS

Sterling Financial Services,  Inc. ("SFS"), a related party by virtue of Anthony
Sutter's  ownership of SFS (Mr.  Sutter is the Company's  President and majority
stockholder),  manages the Company and provides all services in connection  with
the origination,  purchasing and servicing of receivables.  As consideration for
these  services,  the  Company  pays  SFS  for  all of its  expenses  plus  20%.
Management fees expensed under this arrangement during the three and nine-months
periods ended  September  30, 1999 and 1998 are  reflected as Management  fees -
Related Party in the accompanying statements of operations.

At December 31, 1998, the Company had effectively  prepaid a significant portion
of management fee expense  included in the nine-months  ended September 30, 1999
by advancing SFS approximately  $227,000 as of December 31, 1998. As a result of
such  prepayment,  during the nine-months  ended September 30, 1999, the Company
reduced their receivable from SFS by approximately $227,000.

During  the  nine-months   ended  September  30,  1999,  the  Company   advanced
approximately  $224,000 to affiliates of the Company (including Parkwood Estates
Mobile Home Park, L.C.  discussed  below).  With the exception of the advance to
SFS  (see  preceding  paragraph)  which  is  non-interest   bearing,   affiliate
receivables  bear  interest at 12.9%,  are  unsecured  and contain no  specified
repayment terms as to principal and/or accrued interest.

The Company  rents  certain lot space for mobile home rental units it owns,  and
prior to April 1998 certain office space for its administrative operations, from
Halliday, a related party by virtue of Anthony Sutter's ownership.  In May 1998,
SFS  began to pay the rent on the  administrative  space  and  accordingly,  the
related  rent  expense is  included in SFS  expenses  on which the Company  pays
management fees as discussed above. Total rent paid under these arrangements for
the three and nine-months ended September 30, 1999 and 1998 was approximately as
follows:

                           September 30, 1999                 September 30, 1998
                           ------------------                 ------------------

    Three-Months Ended           $22,500                              $22,900
    Nine-Months Ended            $68,200                              $71,500

During the  three-months  ended  September  30,  1998,  the Company  purchased a
twenty-five  percent  interest  in  Parkwood  Estates  Mobile  Home  Park,  L.C.
("Parkwood") for approximately  $561,600;  such entity was formed in August 1998
for the purpose of purchasing,  selling and leasing Parkwood Estates Mobile Home
Park. The remaining 75% interest is owned by Anthony Sutter. In addition to such
investment,  the Company has agreed to loan  Parkwood up to $350,000 to fund its
cash flow needs. Advances under this arrangement accrue interest at a fixed rate
of 12.9%,  are unsecured and have no specified  repayment  terms as to principal
and/or  interest.  At September 30, 1999 the Company had advanced  approximately
$210,500  under this  arrangement,  of which  $155,500 was  advanced  during the
nine-months ended September 30, 1999.

NOTE E - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the  respective  three and nine-month  periods ended  September 30, 1999,
approximately  $16,200 and $217,400 of finance  receivables were reclassified to
repossessed  mobile  homes when certain  customers  of the Company  defaulted on
their finance receivables.

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

                                                     -8-

                                       8
<PAGE>

Item 2.

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

OVERVIEW

The following  discussion and analysis  should be read in  conjunction  with the
balance sheet as of December 31, 1998 and the financial statements as of and for
the three and  nine-months  ended September 30, 1999 and 1998 included with this
Form 10-QSB.

The Company is primarily in the business of originating  and  purchasing  retail
mobile home installment sales contracts created in connection with the financing
of manufactured  homes.  The Company also owns and rents mobile homes located in
the  Halliday  Village  Mobile Home Park  ("Halliday")  and has a 25%  ownership
interest in Parkwood  Estates  Mobile Home Park,  L. C.  ("Parkwood")  which was
formed in 1998 for the purpose of purchasing  and leasing  Parkwood  Mobile Home
Park in  Hillsborough  County,  Florida (the "Park").  Halliday and Parkwood are
related to the Company by virtue of Anthony Sutter's  majority  ownership in the
Company,  Halliday and Parkwood.  The Company's operations are located in Tampa,
Florida and substantially all of its customers are Florida residents.

Readers are referred to the  Cautionary  Statement  at page 13, which  addresses
forward-looking statements made by the Company.

RESULTS OF OPERATIONS

Three-Months Ended September 30, 1999 and 1998

During the three months ended September 30, 1999 and 1998, the Company generated
revenues of approximately $714,500 and $102,300,  respectively. This represented
an increase of approximately 600% or $612,200 and resulted substantially because
the Company  experienced  significant growth in revenue generating assets in the
last  three  months of 1998 and  during  the  first  nine-months  of 1999.  This
increase  was made  possible  by proceeds  received  from the sale of the Notes.
Because  of the  relatively  small  amount  of  revenues  generated  during  the
three-months  ended  September  30,  1998,  this  analysis  does not include any
additional discussion on such revenues.

Revenues  generated  during the  three-months  ended September 30, 1999 resulted
substantially  from sales of mobile  homes,  and  interest  and fee  revenues of
approximately $470,000 and $216,000, respectively. The Company generated margins
of  approximately  20% on  sales of  mobile  homes;  substantially  all of which
occurred at the Park,  and  management  believes  that sales of such homes,  and
related costs of sales, will continue to represent a significant  portion of the
Company's  revenues and expenses for the  foreseeable  future.  Interest and fee
revenues  consisted  substantially  of  interest  and  fees  earned  on  finance
receivables,  cash equivalents and mobile home floor plan receivables  (interest
income on cash equivalents occurs because of the lag time between the receipt of
proceeds  from sale of the Notes and the date the funds were invested in finance
and/or  other  interest  bearing   receivables).   Interest  earned  on  finance
receivables  increased  significantly because of the related increase in finance
receivables  since September 30, 1998. In addition to interest and fee revenues,
the Company generated  approximately  $28,400 of rental revenues from the rental
of its mobile homes.

Operating  expenses  during the three months ended  September  30, 1999 and 1998
approximated $954,000 and $351,000,  respectively.  This represented an increase
of  approximately  172% or $603,000  and resulted  substantially  because of the
aforementioned growth since September 30, 1998. The Company's revenues grew at a
faster pace than its expenses  because certain  expenses are fixed and therefore
did not  increase  significantly.  In addition to the cost of mobile  homes sold
discussed  above,  significant  operating  expenses arose from  management  fees
charged by SFS and interest paid on the Notes.

                                                     -9-

                                       9
<PAGE>

Management fees approximated  $140,000 for the three-months  ended September 30,
1999 as compared to approximately  $145,000 for the corresponding  period of the
preceding  year. The small change was a result of SFS's  operations and expenses
remaining relatively stable during these periods.

Interest  expense  increased to  approximately  $322,200  for the quarter  ended
September 30, 1999 from  approximately  $142,600 for the quarter ended September
30,  1998.  This  represented  an  increase of  approximately  $179,600 or 126%.
Interest  expense for the respective  quarters ended September 30, 1999 and 1998
consisted  of interest  paid to the Note holders of  approximately  $257,600 and
$114,400 and  amortization  of deferred  debt  issuance  costs of  approximately
$64,600 and $28,200,  respectively  (the  amortization is a non-cash expense and
arises  from  commissions  and other  costs  incurred  to sell the  Notes).  The
significant  increase  in  interest  expense  resulted  from  the  corresponding
increases in the Notes and related deferred debt issuance costs.

Occupancy  and  equipment  expenses  approximated  $29,100  and  $36,400 for the
respective  quarters  ended  September  30,  1999 and 1998,  respectively.  This
decline  resulted  substantially  because the Company was paying rent expense of
approximately  $2,200 a month to Halliday  until April 1998,  at which time such
expenses were paid to SFS in accordance with the Servicing Agreement between the
entities.  Accordingly,  rent expenses  subsequent to April 1998 are effectively
included in management  fees paid to SFS.  With respect to the Company's  rental
homes, the Company rents lot space from Halliday. In connection  therewith,  the
Company paid lot rent of  approximately  $22,500 and $22,900 to Halliday  during
the quarters ended September 30, 1999 and 1998, respectively.

The September 30, 1999 results of operations  also included  recognition  of the
Company's loss of approximately  $9,700 in Parkwood.  This amount represents 25%
(the  Company's  ownership  percentage)  of the total loss generated by Parkwood
during such quarter.

There  were no other  individual  expenses  of  significance  for  either of the
quarters ending September 30, 1999 and 1998.

The net losses for the  respective  quarters  ended  September 30, 1999 and 1998
approximated $239,400 and $248,700,  respectively;  such losses occurred because
the Company's  interest  bearing  assets did not generate  sufficient  income to
cover expenses arising  substantially  from management fees and interest expense
on the Notes.

Nine-Months Ended September 30, 1999 and 1998

During the nine-months  ended September 30, 1999 and 1998, the Company generated
revenues  of   approximately   $1,753,300  and  $238,900,   respectively.   This
represented  an  increase  of  approximately  633% or  $1,513,500  and  resulted
substantially  because the  Company  experienced  significant  growth in revenue
generating  assets  in the  last  three-months  of 1998  and  during  the  first
nine-months of 1999.  This increase was made possible by proceeds  received from
the sale of the  Notes.  Because  of the  relatively  small  amount of  revenues
generated  during the  nine-months  ended September 30, 1998, this analysis does
not include any additional discussion on such revenues.

Revenues  generated  during the  nine-months  ended  September 30, 1999 resulted
substantially  from sales of mobile  homes,  and  interest  and fee  revenues of
approximately  $1,160,600  and  $498,300,  respectively.  The Company  generated
margins of  approximately  21% on sales of mobile  homes;  substantially  all of
which occurred at the Park,  and  management  believes that sales of such homes,
and related costs of sales, will continue to represent a significant  portion of
the Company's revenues and expenses for the foreseeable future. Interest and fee
revenues  consisted  substantially  of  interest  and  fees  earned  on  finance
receivables,  cash equivalents and mobile home floor plan receivables  (interest
income on cash equivalents occurs because of the lag time between the receipt of
proceeds  from sale of the Notes and the date the funds were invested in finance
and/or  other  interest  bearing   receivables).   Interest  earned  on  finance
receivables  increased  significantly because of the related increase in finance
receivables  since September 30, 1998. In addition to interest and fee revenues,
the Company generated  approximately  $91,700 of rental revenues from the rental
of its mobile homes.

                                            -10-

                                       10
<PAGE>

Operating  expenses  during the  nine-months  ended  September 30, 1999 and 1998
approximated $2,482,500 and $779,300, respectively. This represented an increase
of approximately  218% or $1,703,200 and resulted  substantially  because of the
aforementioned growth since September 30, 1998. The Company's revenues grew at a
faster pace than its expenses  because certain  expenses are fixed and therefore
did not increase significantly.

In  addition  to the cost of mobile  homes  sold  discussed  above,  significant
operating  expenses arose from  management fees charged by SFS and interest paid
on the Notes.  Management fees approximated  $448,400 for the nine- months ended
September 30, 1999 as compared to approximately  $282,200 for the  corresponding
period of the  preceding  fiscal year.  This  increase of  approximately  59% or
$166,200  resulted  because SFS required  additional  personnel  and expenses to
originate  and  service  the  Company's  finance  and  mobile  home  floor  plan
receivables, as well as to manage the Company's operations.

Interest expense  increased to approximately  $785,100 for the nine-months ended
September  30,  1999  from  approximately  $304,000  for the  nine-months  ended
September 30, 1998. This  represented an increase of  approximately  $481,100 or
158%. Interest expense for the respective nine-month periods ended September 30,
1999 and 1998 consisted of cash outlays of  approximately  $633,800 and $242,100
on the Notes and  amortization of deferred debt issuance costs of  approximately
$151,300 and $61,900,  respectively (the amortization  costs represent  non-cash
expenses and arise from commissions and other costs incurred to sell the Notes).
The significant  increase in interest  expense  resulted from the  corresponding
increases in the Notes and related deferred debt issuance costs.

Occupancy  and  equipment  expenses  approximated  $88,100 and  $117,700 for the
respective  nine-month periods ended September 30, 1999 and 1998,  respectively.
This decline resulted  partially  because the Company was paying rent expense of
approximately  $2,200 a month to Halliday  until April 1998,  at which time such
expenses were paid to SFS in accordance with the Servicing Agreement between the
entities.  Accordingly,  rent expenses  subsequent to April 1998 are effectively
included  in  management  fees paid to SFS.  In  addition,  September  30,  1998
occupancy  expense  included  repairs and maintenance of  approximately  $12,000
arising  from costs  incurred  on mobile home  rentals;  no such  expenses  were
incurred  during the  nine-months  ended September 30, 1999. With respect to the
Company's rental homes, the Company rents lot space from Halliday. In connection
therewith,  the Company  paid lot rent of  approximately  $68,200 and $62,700 to
Halliday  during the  nine-month  periods  ended  September  30,  1999 and 1998,
respectively.

The September 30, 1999 results of operations  also included  recognition  of the
Company's loss of approximately $29,000 in Parkwood.  This amount represents 25%
(the  Company's  ownership  percentage)  of the total loss generated by Parkwood
during such nine-month period.

The net losses for the respective  nine-month  periods ended  September 30, 1999
and 1998 approximated $729,200 and $540,500,  respectively; such losses occurred
because the Company's interest bearing assets did not generate sufficient income
to cover  expenses  arising  substantially  from  management  fees and  interest
expense on the Notes.

LIQUIDITY AND CAPITAL RESOURCES

Three and Nine-Months Ended September 30, 1998

Operating  activities  during the three and nine months ended September 30, 1999
used cash of approximately $236,100 and $1,411,500,  respectively as compared to
net cash used by operating  activities of  approximately  $320,300 and $537,000,
for the respective three and nine-months ended September 30, 1998. This cash was
primarily  used to fund the  aforementioned  net losses less  non-cash  expenses
which did not require the outlay of cash during such reporting  periods,  and to
purchase mobile home park inventories which are being sold at the Park.

                                                     -11-

                                       11
<PAGE>

Investing  activities  during the three and nine-months ended September 30, 1999
used cash of approximately $396,700 and $2,319,200,  respectively as compared to
net cash used by such activities of approximately $962,100 and $1,698,500 during
the  corresponding  periods  of the  preceding  year.  Cash  used for  investing
activities was approximately $565,400 greater during the quarter ended September
30, 1998 than the corresponding  period of the current fiscal year substantially
because of the Company's  investment  in Parkwood in August 1998.  Cash used for
investing  activities  during  the  nine-months  ended  September  30,  1999 was
approximately  $620,800  greater than cash used for such  activities  during the
nine-months ended September 30, 1998 because of the increase in lending activity
made possible by proceeds  received from the sale of the Notes. The net increase
in finance and floor plan receivables  during the nine-month ended September 30,
1999  was  approximately  $1,155,600  greater  than  the  net  increase  in such
receivables  during the  nine-months  ended September 30,  1998.This  amount was
offset by the aforementioned investment in Parkwood of approximately $561,600 in
August 1998.  The Company is attempting to limit its exposure to risk  resulting
from interest rate spread by investing funds in interest bearing  receivables as
proceeds  are  received  from  the  Notes  since  the  cost  of  such  Notes  is
significantly higher than the yield on cash and cash equivalents.

In addition,  during the three and  nine-months  ended  September 30, 1999,  the
Company advanced  approximately $85,500 and $155,500,  respectively to Parkwood.
These advances  resulted from an  arrangement  between the Company and Parkwood,
whereby the Company has agreed to loan  Parkwood up to $350,000 to fund its cash
flow needs.  Advances under this arrangement  accrue interest at a fixed rate of
12.9%,  are  unsecured and have no specified  repayment  terms for the principal
and/or accrued interest.

The only  other  investing  cash  outlays  of  significance  arose  from the net
increase in property  and  equipment,  and  software  not yet placed in service,
which  approximated  $90,000 and  $135,200 for the three and  nine-months  ended
September  30, 1999 as compared to  expenditures  of  approximately  $11,300 and
$79,500 for the respective  three and nine-months  ended September 30, 1998. The
1999 increases resulted substantially because the Company has engaged a software
consultant to develop software for use in its operations.

The above investment  outlays for the three and nine-months  ended September 30,
1999 were partially offset by proceeds received from sales of repossessed mobile
homes of approximately $51,700 and $184,500, respectively.

Cash  used by  operating  and  financing  activities  was  funded  by  financing
activities  which  generated  net cash  inflows of  approximately  $112,500  and
$1,215,300 for the respective  three-month  periods ended September 30, 1999 and
1998  and  $3,811,500  and  $3,188,300  for  the  respective  nine-months  ended
September 30, 1999 and 1998. These cash inflows resulted almost exclusively from
net proceeds  received from the sale of Notes  (principal  amount less cash paid
for  deferred  debt  issuance  costs).  The Notes bear simple  interest at 10.5%
(interest  is payable  monthly)  and are payable in full on June 30,  2002.  The
Company  sold  total  Notes  of  $9,943,000  through  the  offering  (which  has
terminated). Because debt issuance costs approximated 10% of the Notes sold, net
proceeds to the Company approximated  $8,922,000 in total. The Notes are secured
by a first lien on the assets acquired with proceeds  generated from their sale,
and may be prepaid in whole or in part at any time.

The only other  significant  cash used by  financing  activities  resulted  from
advances of approximately $68,400 to Anthony Sutter and/or his affiliates during
the nine-months ended September 30, 1999 (after consideration of the reversal of
management  fees prepaid to SFS as of December  31,  1998).  These  advances are
unsecured,  bear interest at 12.9% per annum and contain no specified  repayment
terms as to principal or interest.

The net impact of the above  operating,  investing and financing  activities was
that cash and cash equivalents  decreased by approximately  $520,300 and $67,100
for the respective three-months ended September 30, 1999 and 1998, and increased
by $80,800 and $952,800 for the respective  nine-months ended September 30, 1999
and 1998.

The Company  believes that it will be able to satisfy its cash  requirements for
the  foreseeable  future  if it does not  expand  its  business  by  originating
additional  finance  receivable   contracts  and/or  making  other  investments.
However,  in order for the  Company to  continue  to expand its dealer  base and
portfolio of finance  receivable  contracts,  and to ultimately pay the Notes in
full, the Company will have to generate significant cash

                                            -12-

                                       12
<PAGE>

from operations and/or secure  additional  capital resources (i.e. other debt or
equity).  No assurance  can be given that the Company will  generate  profitable
results of operations or that additional capital resources will be available, or
available  on  reasonable  terms.  Also,  if the Company is unable to  originate
finance  receivable  contracts in an amount and at a pace that  approximates the
amount and the pace that capital is raised  through the issue of the Notes,  the
interest  earned on the capital  raised will not be sufficient to cover the cost
of the interest on the Notes.

YEAR 2000 ISSUE

Many software applications and operational programs written in the past were not
designed to recognize  calendar dates beginning in the Year 2000. The failure of
such  applications  or systems to properly  recognize the dates beginning in the
Year 2000 could result in  miscalculations or system failures which could result
in an adverse effect on the Company's operations.

The Company does not  currently  utilize any critical  date  sensitive  systems.
Although many of the Company's transactions rely on date sensitive calculations,
such calculations are currently being performed either manually or using off the
shelf  spreadsheet  programs.  However,  the  Company is  currently  involved in
installing  a  new  PC  based  server  and  accounting  application,   which  is
represented to be Year 2000 compliant.

The Company has not incurred  any costs to date related to Year 2000  compliance
nor does it believe that its cost of conversion  will be significant  because of
the  installation  of new  systems  that are  represented  to be fully Year 2000
compliant. The Company believes the costs to transition its remaining systems to
Year 2000 compliance  will not have a material effect on its financial  position
or results of operations.

The Company has not deferred any information  technology projects to address the
Year 2000 issue. In addition to internal Year 2000 activities,  the Company will
communicate with others with which their systems interface or on which they rely
to determine the extent to which those companies are addressing  their Year 2000
compliance.  There can be no assurance  that there will not be an adverse effect
on the  Company,  if third  parties,  such as utility  companies  or mobile home
suppliers,  do not convert their systems in a timely manner and in a way that is
compatible with the Company's systems. However, management believes that ongoing
communication  with,  and assessment of, these third parties will minimize these
risks.  Although the Company  anticipates minimal business disruption will occur
as a result of Year 2000  issues,  possible  consequences  include,  but are not
limited to, loss of electric power,  inability to process transactions or engage
in similar business activities.

To date,  the Company has not  established a contingency  plan for possible Year
2000 issues. Where needed, the Company will establish contingency plans based on
assessment of outside risks and actual testing experience with suppliers.  It is
not  anticipated  that a  contingency  plan will need to be  developed as manual
processes  mitigate outside risks. The cost of the conversion and the completion
dates are based on management's best estimates and may be updated, as additional
information becomes available.

CAUTIONARY STATEMENT

This Form 10-QSB, press releases and certain information  provided  periodically
in writing or orally by the Company's  officers or its agents contain statements
which constitute forward-looking statements within the meaning of Section 27A of
the Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect,  anticipate,  believe, goal, plan, intend,  estimate and
similar  expressions and variations thereof if used are intended to specifically
identify  forward-looking  statements.  Those  statements  appear in a number of
places in this  Form  10-QSB  and in other  places,  particularly,  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  and
include statements regarding the intent, belief or current expectations of the

                                                     -13-

                                       13
<PAGE>

Company,  its directors or its officers with respect to, among other things: (i)
the Company's  liquidity  and capital  resources;  (ii) the Company's  financing
opportunities and plans and (iii) the Company's future performance and operating
results.  Investors  and  prospective  investors  are  cautioned  that  any such
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those  projected  in the  forward-looking  statements  as a  result  of  various
factors.  The factors that might cause such differences  include,  among others,
the  following:  (i) any  material  inability  of the  Company  to  successfully
identify,  consummate and integrate the  acquisition  of finance  receivables at
reasonable and anticipated costs to the Company;  (ii) any material inability of
the Company to successfully  internally develop its products;  (iii) any adverse
effect or  limitations  caused by  Governmental  regulations;  (iv) any  adverse
effect on the  Company's  continued  positive  cash flow and abilities to obtain
acceptable  financing in  connection  with its growth  plans;  (v) any increased
competition  in  business;  (vi) any  inability  of the Company to  successfully
conduct its  business in new  markets;  and (vii)  other risks  including  those
identified in the Company's filings with the Securities and Exchange Commission.
The Company  undertakes no  obligation to publicly  update or revise the forward
looking  statements made in this Form 10-QSB to reflect events or  circumstances
after the date of this Form 10-QSB or to reflect the occurrence of unanticipated
events.

                          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 Securities Holders

         NONE

Item 5. Other Information

         NONE

Item 6. Exhibits and Reports on Form 8-K

         NONE

                                   SIGNATURES

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

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

       Date                                     Anthony A. Sutter, President
                                      -14-


                                       14
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