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, 1998.


 (    )     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 June 23, 1999

                               1,000 Common Shares


Transitional Small Business Disclosure Format:

                                 YES ( ) NO (X)








                       Sterling Financial Services of Florida I, Inc.

                              INDEX TO FORM 10-QSB


PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements (unaudited)

           Balance Sheets as of September 30, 1998 and December 31,
           1997....................................                            3

           Statements  of  Operations  for  the  three  and  nine-months   ended
           September 30, 1998, the three-months ended September 30, 1997 and the
           period  January  3,  1997  (date of  inception)  to  September  30,
           1997....................................                            4

           Statement  of  Stockholders'  Deficit  for  the  nine-months  ended
           September 30, 1998 .....................                            5

           Statements  of  Cash  Flows  for  the  three  and  nine-months  ended
           September 30, 1998, the three-months ended September 30, 1997 and the
           period  January  3,  1997  (date of  inception)  to  September  30,
           1997....................................                            6

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

Item       2. Management's  Discussion and Analysis of Financial Condition and
           Results of Operations...................                            9

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings .................................                12
Item 2.    Changes in Securities ...............................              12
Item 3.    Defaults Upon Senior Securities ...........................        12
Item 4.    Submission of Matters to a Vote of Securities Holders......        12
Item 5.    Other Information..........................................        12
Item 6.    Exhibits and Reports on Form 8-K...........................        12

Signatures





                                            -2-
<PAGE>



          STERLING FINANCIAL SERVICES OF FLORIDA I, INC.
                          BALANCE SHEETS

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


                                         September
                                          30, 1998       December
ASSETS                                   Unaudited       31, 1997
                                         -----------     ----------

Cash and cash equivalents                $1,769,224    $   816,433
                                        ------------   ------------
Receivables:
Finance                                   1,074,824        196,503
Mobile home floor plan                      265,092         86,040
Affiliate                                    18,300         12,550
                                        ------------   ------------
     Total receivables                    1,358,216        295,093
                                        ------------   ------------

Inventories                                 152,355         12,000
                                        ------------   ------------

Property and equipment - net                232,850        173,231
                                        ------------   ------------

Investment in Parkwood Estates
  Mobile Home Park, L.C.                    557,999
                                        ------------   ------------

Deferred debt issuance                      434,923        172,856
costs, net
                                        ------------   ------------

TOTAL                                   $ 4,505,567    $ 1,469,613
                                        ============   ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
Secured notes payable                   $ 5,130,000    $ 1,612,000
Accrued and other                            66,566          8,150
liabilities
                                        ------------   ------------
  Total liabilities                       5,196,566      1,620,150
                                        ------------   ------------

STOCKHOLDERS' DEFICIT
Common stock, no par value, 10,000
  shares authorized,
  1,000 shares issued and outstanding        1,000          1,000
Deficit                                   (691,999)      (151,537)
                                        ------------   ------------
  Total stockholders' deficit             (690,999)      (150,537)
                                        ------------   ------------

TOTAL                                   $4,505,567     $ 1,469,613
                                        ============   ============


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

See accompanying notes.





                                    -3-

<PAGE>

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

                                (Unaudited)


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

                                                                   Period
                                                                  January
                            Three-Months Three-Months Nine-Months  3, 1997
                              Ended         Ended       Ended     (date of
                             September   September   September  inception)
                             30, 1998     30, 1997     30,1998       to
                                                                  September
                                                                  30, 1997
                            ------------ ------------ -----------------------
REVENUES:
Interest and fees            $74,892      $   1,680   $164,444    $  1,680
Rental income                 27,203            647     27,203         647
Other                            174                     4,919
                            ------------ ------------ -----------------------
      Total revenues          102,269         2,327    238,883       2,327
                            ------------ ------------ -----------------------


OPERATING EXPENSES:
Management fees              145,000      14,025      282,190     18,575
Interest                     142,619      18,831      304,046     19,627
Occupancy and equipment       36,372      10,640      117,033     15,040
Professional fees             16,739                   31,752
Equity in loss of Parkwood
  Estates Mobile Home
  Park, L.C.                   3,607                    3,607
Other                          6,609         149       40,717       849
                            ------------ ------------ -----------------------
    Total operating
           expenses          350,946      43,645      779,345     54,091
                            ------------ ------------ -----------------------

NET LOSS                    $(248,677)   $  (41,318)  $(540,462)  $(51,764)
                            ============ ============ =======================

LOSS PER COMMON SHARE        $ (248.68)   $  (41.32)  $(540.46)   $ (51.76)
                            ============ ============ =======================


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

See accompanying notes.














                                            -4-

<PAGE>

           STERLING FINANCIAL SERVICES OF FLORIDA I, INC.
                 STATEMENT OF STOCKHOLDERS' DEFICIT

                             (Unaudited)


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

                                  Common Stock
                            Shares      Amount         Deficit         Total
                            --------  -----------     ----------      --------

Balances, December 31,        1,000 $      1,000     $(151,537)     $ (150,537)
1997

Net loss for the
nine-months ended                                     (540,462)      (540,462)
September 30, 1998
                            --------  -----------    -----------   -----------
Balances, September 30,       1,000 $      1,000     $(691,999)     $ (690,999)
1998                        ========  ===========    ===========   ===========



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


See accompanying notes.
































                                            -5-


<PAGE>


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

                                   (Unaudited)

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

                                                                              Period
                                                                              January
                                        Three-Months Three-Months Nine-Months  3, 1997
                                           Ended         Ended       Ended     (date of
                                           September   September   September  inception)
                                           30, 1998     30, 1997     30,1998       to
                                                                              September
                                                                              30, 1997
                                           ------------ ------------ -----------------------
<S>                                        <C>          <C>         <C>       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                    $(248,677) $(41,318)  $(540,462)$ (51,764)
  Adjustments to reconcile net loss to net
cash provided by
(used in) operating activities:
    Depreciation                                 6,974      1,815      19,866     1,815
    Amortization and write off of deferred
       debt issuance costs                      28,183      6,888      61,933     6,888
    Equity in loss of Parkwood Estates
       Mobile Home Park, L.C.                    3,607                 3,607
    Increase in inventories                   (140,355)              (140,355)
    Increase in accrued and other
      liabilities                               29,945       200       58,416     30,200
                                              ---------- ---------- ----------------------
NET CASH USED IN OPERATING ACTIVITIES         (320,323)   (32,415)   (536,995)   (12,861)
                                              ---------- ---------- ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment           (11,255)  (106,156)    (79,485)  (115,791)
  Investment in Parkwood Estates Mobile       (561,606)              (561,606)
     Home Park, L.C.
  Finance receivables originated and
     purchased, net of                        (315,191)   (79,115)   (878,321)   (79,115)
     payments and  discounts
  Floor plan receivables, net of payments      (74,026)              (179,052)
                                              ---------- ---------- ----------------------
NET CASH USED BY INVESTING ACTIVITIES         (962,078)  (185,271)  (1,698,464) (194,906)
                                              ---------- ---------- ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                          1,000
  Proceeds from issuance of secured notes
     payable                                  1,327,000   845,000   3,518,000   984,000
  Net increase (decrease) in stockholder
     advance                                                                      1,750
  Increase in affiliate receivables             (6,000)                (5,750)
  Cash paid for deferred debt issuance        (105,699)  (104,856)   (324,000)  (158,172)
costs
                                              ---------- ---------- ----------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES
                                              1,215,301  740,144    3,188,250  828,578
                                              ---------- ---------- ----------------------
NET INCREASE  (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                 (67,100)  522,458    952,791    620,811
                                              ---------- ---------- ----------------------

CASH AND CASH EQUIVALENTS, BEGINNING OF
   PERIOD
                                              1,836,324   98,353     816,433      -
                                              ---------- ---------- ----------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD      $1,769,224 $620,811   $1,769,224 $620,811
                                              ========== ========== ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Interest paid                 $ 114,436  $ 11,943   $ 242,113  $ 12,739
                                              ========== ========== ======================
</TABLE>

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

See accompanying notes.
                                            -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,  which
was in the development  stage through December 31, 1997, is primarily engaged 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,  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, 1998 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1998. The accompanying financial statements and the notes should be
read in  conjunction  with the  Company's  audited  financial  statements  as of
December 31, 1997 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 the  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.

Allowance for Credit Losses

The Company enters into agreements with dealers that establish the allowance for
credit  losses  through  non-refundable  acquisition  discounts  to protect  the
Company from potential losses associated with the financing of installment sales
contracts.  All or a portion of these  negotiated  discounts  are  available  to
absorb credit losses.  Credit loss experience,  contractual  delinquency of loan
receivables,  the value of underlying collateral and current economic conditions
are factors  management  uses in  negotiating  the  discounts  and assessing the
overall  adequacy of the  discounts  to absorb  losses.  Management  attempts to
maintain the allowance at a level  consistent with anticipated loan charge offs,
and if  necessary  will charge  earnings  when the  negotiated  discounts do not
appear adequate to absorb losses.





                                            -7-

<PAGE>

The Company generally initiates repossession proceedings when an account is more
than two  payments  contractually  past due,  but the  repossession  process  is
accelerated for loans which become delinquent in the first or second payment.

Investment in Parkwood Estates Mobile Home Park, L.C. ("Parkwood")

The Company uses the equity method to account for its 25% ownership  interest in
Parkwood.

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-months ended September
30, 1998, the  three-months  ended  September 30, 1997 and the period January 3,
1997 (date of inception) to September 30, 1997 was 1,000.

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.  The Company has  registered  $9.9 million of such
notes  and as of  September  30,  1998 is  continuing  to  offer  the  remaining
$4,770,000  of notes for sale.  Broker-dealers,  who are members of the National
Association   of  Securities   Dealers,   Inc,  are  offering  the  notes  on  a
"best-efforts" basis.

NOTE D - RELATED PARTY TRANSACTIONS

Affiliate  receivables  bear  interest at 12.9%,  are  unsecured  and contain no
specified repayment terms.

Sterling  Financial  Services,  Inc.  ("SFS"),  a  related  party  due to common
ownership  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
paid to SFS during the three and nine-months ended September 30, 1998, the three
months  ended  September  30,  1997 and the  period  January  3,  1997  (date of
inception) to September 30, 1997 approximated  $145,000,  $282,000,  $14,025 and
$18,575, respectively.

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  (see  preceding  paragraph).   Total  rent  paid  under  these
arrangements  for the three and nine-months  ended September 30, 1998, the three
months  ended  September  30,  1997,  and the  period  January  3, 1997 (date of
inception)  to September 30, 1997  approximated  $22,900,  $71,500,  $10,640 and
15,040, respectively.

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  mobile  home units.  The
remaining 75% interest is owned by Anthony Sutter the  Companies'  President and
majority stockholder. In addition to such cash outlay, the Company has agreed to
loan  Parkwood up to $350,000 to fund its cash flow needs.  Advances  under this
arrangement  are  expected  to accrue  interest  at a fixed  rate of 12.9%,  are
unsecured  and have no  specified  repayment  terms.  At  September  30, 1998 no
advances had been made to Parkwood.

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






                                    -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, 1997 and the financial statements as of and for
the three and  nine-months  ended  September 30, 1998,  the  three-months  ended
September  30, 1997 and the period  January 3, (date of  inception) to September
30, 1997  included with this Form 10-QSB.  The Company did not have  significant
operations  during the three months ended  September  30, 1997 or for the period
January 3, 1997  (date of  inception)  to  September  30,  1997 and as such this
analysis does not include any additional discussion as of and for such periods.

The Company,  which was in the development  stage through  December 31, 1997, 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, and has a 25% ownership  interest in a mobile
home  park,  both  located  in  Hillsborough  County,   Florida.  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,   which   addresses
forward-looking statements made by the Company.

RESULTS OF OPERATIONS

Three and Nine-Months Ended September 30, 1998

The Company generated revenues of approximately $102,300 and $238,900 during the
three and nine-months  ended September 30, 1998,  respectively as they continued
to implement their business plan. These revenues consisted primarily of interest
and  fees  of  approximately  $74,900  and  $164,400,   respectively  earned  on
receivables  and  cash   equivalents.   In  addition,   the  Company   generated
approximately  $27,200  and  $69,500  of  rental  income  during  the  three and
nine-months  ended  September 30, 1998,  respectively  from the rental of mobile
homes owned by the Company.  Operating expenses during the three and nine-months
ended   September  30,  1998  totaled   approximately   $350,900  and  $779,300,
respectively  and  consisted  primarily  of  management  fees  of  $145,000  and
$282,190,  respectively and interest of $142,619 and $304,046,  respectively. In
addition, occupancy and equipment included rent expense of approximately $23,000
and $71,500  during the respective  three and  nine-months  ended  September 30,
1998. The  management  fees and rent were paid to Sterling  Financial  Services,
Inc.  ("SFS") and  Halliday,  respectively,  which are related to the Company by
virtue of common  ownership.  The  interest  expense  included  cash  outlays of
$114,436 and $242,113 during the three and nine-months ended September 30, 1998,
respectively on secured notes payable.  The differences between such amounts and
actual  interest  expense  resulted from  amortization of deferred debt issuance
costs incurred in connection with the sale of the secured notes.  The net losses
for the three and nine-months  ended September 30, 1998,  approximated  $248,700
and $540,500, respectively and arose substantially because the Company's revenue
generating  assets did not generate  sufficient  income to cover fixed  expenses
arising from interest on the secured notes, and various other expenses necessary
to implement the Company's business plan.

LIQUIDITY AND CAPITAL RESOURCES

Three and Nine-Months Ended September 30, 1998

Operating  activities  during the three and nine-months ended September 30, 1998
used cash of  approximately  $320,300 and $537,000,  respectively.  The cash was
used primarily to fund the aforementioned operating losses less certain non-cash
expenses (i.e.  depreciation  and  amortization of deferred debt issuance costs)
and certain accrued expenses which did not require the outlay of cash during the
reporting periods. In addition, the Company purchased mobile home inventories of
approximately $140,400 during the three months ended September 30, 1998.

                                    -9-

<PAGE>

Investing  activities  during the three and nine-months ended September 30, 1998
used cash of approximately $962,100 and $1,698,500,  respectively.  The majority
of these cash outflows  arose from the purchase  and/or  origination of contract
and floor plan  receivables of approximately  $1,057,400  during the nine-months
ended  September  30,  1998,  of which  approximately  $389,200  related  to the
three-months ended September 30, 1998 (both of such amounts are net of principal
reductions  on such  receivables).  In addition,  during the  nine-months  ended
September 30, 1998, the Company  purchased  property and equipment to be used in
its   operations  of  $79,485  (of  which  $11,255  was  purchased   during  the
three-months ended September 30, 1998).  Finally,  during the three-months ended
September 30, 1998, the Company  purchased a twenty-five  percent  investment in
Parkwood Estates Mobile Home Park, L.C. ("Parkwood") for $561,606. The remaining
75% interest is owned by Anthony  Sutter (the  Company's  President and majority
stockholder).  In addition to such cash  outlay,  the Company has agreed to loan
Parkwood up to $350,000 to fund cash flow needs. Advances under this arrangement
are expected to accrue  interest at 12.9%,  are  unsecured and have no specified
repayment terms. No advances had been made to Parkwood as of September 30, 1998.

The above cash  outflows  were funded  through cash existing at the beginning of
the respective  periods and additional cash raised through financing  activities
of $1,215,301 and $3,188,250 during the respective three and nine-month  periods
ended September 30, 1998.  These cash inflows  resulted  substantially  from net
proceeds  received from the sale of secured  notes payable of $1,221,301  (gross
proceeds of $1,327,000  less cash paid for debt issuance  costs of $105,699) and
$3,194,000  (gross proceeds of $3,518,000 less cash paid for debt issuance costs
of $324,000), during the respective three and nine-month periods ended September
30, 1998.

The Company is offering  subscriptions  for a maximum of 9,900  secured notes in
the  principal  amount of  $1,000  each.  As such,  $4,770,000  of notes  remain
available for sale as of September  30, 1998. If all of the remaining  notes are
sold,  the Company  will net  approximately  $4,293,000.  The notes,  which bear
simple interest at 10.5%, and mature on June 30, 2002,  require monthly payments
of interest only, may be prepaid in whole or in part at any time without premium
or penalty  and are  secured by a first  lien on the  assets  acquired  with the
proceeds of the offering. Interest is payable monthly.

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.  However,  in order for the Company to
expand its dealer base and portfolio of receivable contracts,  and to ultimately
pay the Notes in full, the Company will have to generate  profitable  results of
operations and/or secure additional capital resources through additional debt or
equity  offering  and/or  institutional  financing such as a line of credit.  No
assurance  can be given that the Company  will  generate  profitable  results of
operations or that additional  capital  resources will be available through such
sources,  or available on  reasonable  terms.  Also, if the Company is unable to
originate  receivable contracts in an amount and at a pace that approximates the
amount and the pace that capital is raised  through the issue of secured  notes,
the interest  earned on the capital  raised will not be  sufficient to cover the
cost of the interest on the secured 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.
Additionally,  the  Company  does not  believe  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 that the costs to transition
its remaining systems to Year 2000 compliance will not have a material effect on
the Company's financial position or results of

                                             10

<PAGE>

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 our 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 normal 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
actual  testing  experience  with our supplier  base and  assessment  of outside
risks.  We do not anticipate  that a contingency  plan will need to developed as
manual processes mitigate our 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
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.





                                            -11-


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                          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.




July 15, 1999                                   /s/ Anthony A. Sutter
----------------------------                    --------------------------------

          Date                                    Anthony A. Sutter, President













                                            -12-


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