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 June 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 October 31, 1999

                               1,000 Common Shares


Transitional Small Business Disclosure Format:

                                 YES ( ) NO (X)



                                       1
<PAGE>







                 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 June 30, 1999 and December 31, 1998.............  3

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

        Statement of Stockholders' Deficit for the six-months ended June 30,
           1999..............................................................  5

        Statements of Cash Flows for the three and six-months ended June 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>

                                                               June 30,
                                                                1999               December 31,
ASSETS                                                        Unaudited                1998
                                                            --------------        ---------------
<S>                                                     <C>                      <C>
Cash and cash equivalents                                 $     1,883,896              1,282,906
                                                         -----------------       ----------------

Receivables:
Finance-net                                                     3,013,964              1,485,697
Mobile home floor plan                                            392,601                182,007
Affiliate                                                          98,655                257,278
Interest and fees                                                  20,134                  8,920
                                                                                 ----------------
                                                         -----------------
     Total receivables                                          3,525,354              1,933,902
                                                         -----------------       ----------------

Inventories                                                     1,242,003                433,597
                                                         -----------------       ----------------

Investment in and advances to Parkwood Estates
Mobile Home Park, L.C.                                            652,766                602,178
                                                         -----------------       ----------------

Property and equipment - net                                      244,329                254,541
                                                         -----------------       ----------------
                                                         -----------------       ----------------

Other assets:
Software not yet placed in service                                 42,223
Deferred debt issuance costs - net                                812,850                514,999
Repossessed mobile homes                                          153,866                 85,417
                                                         -----------------       ----------------
    Total other assets                                          1,008,939                600,416
                                                         -----------------       ----------------

TOTAL                                                     $     8,557,287              5,107,540
                                                         =================       ================

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
Secured notes payable                                     $     9,818,000              5,974,000
Due to Sterling Financial Services                                 80,989
Accrued and other liabilities                                      70,884                 56,334
                                                         -----------------       ----------------
    Total liabilities                                           9,969,873              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                                                       (1,413,586)              (923,794)
                                                         -----------------       ----------------
     Total stockholders' deficit                              (1,412,586)              (922,794)
                                                         -----------------       ----------------

TOTAL                                                     $     8,557,287              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       Six-Months       Six-Months
                                             Ended               Ended             Ended            Ended
                                          June 30, 1999      June 30, 1998      June 30,1999    June 30, 1998
                                         ----------------- ------------------- --------------- -----------------
<S>                                     <C>               <C>                  <C>             <C>
REVENUES:
Mobile home sales                               $ 335,825                            $690,525
Interest and fees                                 128,641             $65,211         282,350       $    89,552
Rental income                                      33,139              24,437          63,369            43,317
Other                                               2,186               1,080           2,519             3,745
                                         ----------------- -------------------  -------------  ----------------
      Total revenues                              499,791              90,728       1,038,763           136,614
                                         ----------------- ------------------- --------------- -----------------


OPERATING EXPENSES:
Cost of mobile homes sold                         263,239                             540,659
Management fees - Related Party                   150,078              88,488         308,474           137,189
Interest                                          256,952             102,579         462,921           161,428
Occupancy and equipment                            29,240              35,392          58,988            80,660
Professional fees                                  40,500              10,763          50,500            15,013
Equity in loss of Parkwood Estates
Mobile Home Park, L.C.                              7,726                              19,412
Other                                              46,314             (1,310)          87,601            34,109
                                         ----------------- ------------------- --------------- -----------------
    Total operating expenses                      794,049             235,912       1,528,555           428,399
                                         ----------------- ------------------- --------------- -----------------

NET LOSS                                       $(294,258)          $(145,184)       $(489,792)       $(291,785)
                                         ================= =================== =============== =================

LOSS PER COMMON SHARE                           $(294.26)           $(145.18)        $(489.79)        $(291.79)
                                         ================= =================== =============== =================

</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 six months ended
   June 30, 1999 (unaudited)                                                       (489,792)            (489,792)
                                        ------------   ----------------      ----------------     ----------------

Balances, June 30, 1999 (unaudited)           1,000  $           1,000       $   (1,413,586)       $  (1,412,586)
                                        ============   ================      ================     ================
</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     Six-Months       Six-Months
                                                                       Ended           Ended            Ended           Ended
                                                                   June 30, 1999   June 30, 1998   June 30, 1999    June 30, 1998
                                                                  ---------------- --------------- ---------------- ---------------
<S>                                                               <C>              <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                             $(294,258)      $(145,184)       $(489,792)  $(291,785)

  Adjustments to reconcile net loss to net cash used in
operating
    activities:
    Depreciation                                                            6,620           6,446           13,239          12,892
    Amortization and write off of deferred debt issuance costs             49,583          21,189           86,749          33,750
    Management Fees - Related Party                                        69,089                          226,978
    Equity in loss of Parkwood Estates Mobile Home Park, L.C.               7,726                           19,412
    Increase in inventories                                             (406,378)                        (808,406)
    Increase in interest and fee receivables                              (6,119)                         (11,214)
    Increase in due to Sterling Financial Services                         80,989                           80,989
    Increase in accrued and other liabilities                              24,800          21,893           14,550          28,471
                                                                  ---------------- ---------------  --------------- ----------------

NET CASH USED IN OPERATING ACTIVITIES                                   (467,948)        (95,656)        (867,495)       (216,672)
                                                                  ---------------- --------------- ---------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment and software not yet
    Placed in service                                                    (12,272)        (37,164)         (45,250)        (68,230)
  Advances to Parkwood Estates Mobile Home Park, L.C.                    (24,397)                         (70,000)
  Proceeds of sales of repossessed mobile homes                            50,743                          132,751
  Net increase in finance receivables                                   (886,717)       (444,940)      (1,729,467)       (563,130)
  Net decrease (increase) in mobile home floor plan  receivables          27,885        (54,526)        (210,594)        (105,026)
                                                                  ---------------- --------------- ---------------- ---------------
NET CASH USED BY INVESTING ACTIVITIES                                   (844,758)       (536,630)      (1,922,560)       (736,386)
                                                                  ---------------- --------------- ---------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of secured notes payable                       2,976,000       1,602,000        3,844,000       2,191,000
  (Increase) decrease in affiliate receivables                            (1,200)                         (68,355)             250
  Cash paid for deferred debt issuance costs                            (297,600)       (167,001)        (384,600)       (218,301)
                                                                  ---------------- --------------- ---------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                               2,677,200       1,434,999        3,391,045       1,972,949
                                                                  ---------------- --------------- ---------------- ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                               1,364,494         802,713          600,990       1,019,891

CASH AND CASH EQUIVALENTS, BEGINNING OF
   PERIOD                                                                 519,402       1,033,611        1,282,906         816,433
                                                                  ---------------- --------------- ---------------- ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $1,883,896      $1,836,324       $1,883,896      $1,836,324
                                                                  ================ =============== ================ ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Interest paid                                            $207,369      $  81,390          $376,172      $  127,678
                                                                  ================ =============== ================ ===============

-------------------------------------------------------------------------------
</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 Hillsborugh  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  six-month  periods  ended  June  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 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.

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 six-month periods ended June
30, 1999 and 1998 was 1,000.

Reclassifications

Certain amounts in the June 30, 1998 financial statements have been reclassified
to conform with the June 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.  The Company had  registered  $9.9 million of such
notes and as of June 30, 1999 (the  termination  date of the  offering) had sold
$9,818,000  of such  notes.  Broker-dealers,  who are  members  of the  National
Association  of  Securities   Dealers,   Inc,  were  offering  the  notes  on  a
"best-efforts" basis.

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 six-months
periods ended June 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 for the three and  six-month  periods ended June 30,
1999 by advancing  SFS  approximately  $227,000 as of December  31,  1998.  As a
result of such  prepayment,  during the  quarters  ended  March 31, and June 30,
1999, the Company reduced their  receivable from SFS by  approximately  $158,000
and $69,000, respectively.

During the six-months  ended June 30, 1999, the Company  advanced  approximately
$137,000 to Anthony Sutter and/or his  affiliates  (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  six-months  ended  June 30,  1999 and 1998 was  approximately  as
follows:
                                         June 30, 1999             June 30, 1998
                                         -------------             -------------

         Three-Months Ended                 $22,900                     $22,200
         Six-Months Ended                   $45,800                     $48,600

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 June  30,  1999 the  Company  had  advanced  approximately
$125,000  under this  arrangement,  of which  $70,000  was  advanced  during the
six-months ended June 30, 1999.

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

During  the  respective  three  and  six-month  periods  ended  June  30,  1999,
approximately  $142,200 and $201,200 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  six-months  ended June 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 12, which  addresses
forward-looking statements made by the Company.

RESULTS OF OPERATIONS

Three-Months Ended June 30, 1999 and 1998

During the three  months  ended June 30, 1999 and 1998,  the  Company  generated
revenues of approximately $499,800 and $90,700,  respectively.  This represented
an increase of approximately 450% or $409,100 and resulted substantially because
the Company  experienced  significant growth in revenue generating assets in the
last  six-months of 1998 and during the first  six-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
June 30, 1998, this analysis does not include any additional  discussion on such
revenues.

Revenues  generated  during  the  three-months  ended  June  30,  1999  resulted
substantially  from sales of mobile  homes,  and  interest  and fee  revenues of
approximately $335,800 and $128,700, respectively. The Company generated margins
of  approximately  22% 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 June 30, 1998. In addition to interest and fee revenues,  the
Company  generated  approximately  $33,100 of rental revenues from the rental of
its mobile homes.

Operating  expenses  during  the  three  months  ended  June  30,  1999 and 1998
approximated $794,000 and $235,900,  respectively.  This represented an increase
of  approximately  235% or $558,100  and resulted  substantially  because of the
aforementioned  growth in 1998 and the first  six-months of 1999.  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  $150,100 for the three-months  ended June 30, 1999
as  compared  to  approximately  $88,500  for the  corresponding  period  of the
preceding year. This increase of  approximately  70% or $61,600 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  $257,000 for the quarter ended June
30, 1999 from  approximately  $102,600 for the quarter ended June 30, 1998. This
represented an increase of approximately  $154,400 or 150%. Interest expense for
the respective  quarters ended June 30, 1999 and 1998 consisted of interest paid
to the Note holders of  approximately  $207,400 and $81,400 and  amortization of
deferred debt issuance costs of approximately $49,600 and $21,100,  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  $29,200  and  $35,400 for the
respective  quarters  ended June 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  $22,900 and $22,200 to Halliday  during
the quarters ended June 30, 1999 and 1998, respectively.

The June 30,  1999  results  of  operations  also  included  recognition  of the
Company's loss of approximately  $7,800 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 June 30, 1999 and 1998.

The net  losses  for the  respective  quarters  ended  June  30,  1999  and 1998
approximated $294,200 and $145,200,  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.

Six-Months Ended June 30, 1999 and 1998

During  the  six-months  ended June 30,  1999 and 1998,  the  Company  generated
revenues  of   approximately   $1,038,800  and  $136,600,   respectively.   This
represented  an  increase  of  approximately   660%  or  $902,200  and  resulted
substantially  because the  Company  experienced  significant  growth in revenue
generating assets in the last six-months of 1998 and during the first six-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  six-months  ended  June  30,  1998,  this  analysis  does not  include  any
additional discussion on such revenues.

Revenues   generated   during  the  six-months  ended  June  30,  1999  resulted
substantially  from sales of mobile  homes,  and  interest  and fee  revenues of
approximately $690,500 and $282,400, respectively. The Company generated margins
of  approximately  22% 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 June 30, 1998. In addition to interest and fee revenues,  the
Company  generated  approximately  $63,400 of rental revenues from the rental of
its mobile homes.

                                            -10-


                                       10
<PAGE>

Operating   expenses  during  the  six-months  ended  June  30,  1999  and  1998
approximated $1,528,600 and $428,400, respectively. This represented an increase
of approximately  257% or $1,100,200 and resulted  substantially  because of the
aforementioned  growth in 1998 and the first  six-months of 1999.  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  $308,500 for the six- months ended
June 30, 1999 as compared to approximately $137,100 for the corresponding period
of the preceding  fiscal year. This increase of  approximately  125% or $171,400
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  $462,900 for the six-months ended
June 30, 1999 from  approximately  $161,400  for the  six-months  ended June 30,
1998. This represented an increase of approximately  $301,500 or 185%.  Interest
expense  for the  respective  six-month  periods  ended  June 30,  1999 and 1998
consisted  of cash outlays of  approximately  $376,200 and $127,700 on the Notes
and  amortization of deferred debt issuance costs of  approximately  $86,700 and
$33,800,  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  $59,000  and  $80,700 for the
respective six-months ended June 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. In addition,  June 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
six-months  ended June 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  $45,800 and $248,600 to Halliday during the six-month
periods ended June 30, 1999 and 1998, respectively.

The June 30,  1999  results  of  operations  also  included  recognition  of the
Company's loss of approximately $19,400 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
six-months  periods  ended  June 30,  1999 and 1998.  . The net  losses  for the
respective six-month periods ended June 30, 1999 and 1998 approximated  $489,800
and $291,800,  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 Six-Months Ended June 30, 1998

Operating  activities  during the three and six months  ended June 30, 1999 used
cash of  approximately  $467,900 and $867,500,  respectively  as compared to net
cash used by operating activities of approximately $95,700 and $216,700, for the
respective  three and  six-months  ended June 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 six-months  ended June 30, 1999 used
cash of approximately  $844,800 and $1,922,600,  respectively as compared to net
cash used by such activities of  approximately  $536,700 and $736,400 during the
corresponding  periods of the  preceding  year.  This  represented  increases of
approximately  $308,100 and $1,186,200  for the respective  three and six-months
ended June 30, 1999, and resulted primarily from increased lending activity made
possible by proceeds  received from the sale of the Notes.  The net increases in
finance and floor plan receivables  approximated $859,000 and $1,940,100 for the
respective  three and  six-month  periods  ended June 30,  1999 as  compared  to
$444,900 and  $563,100 for the  corresponding  periods of the  preceding  fiscal
year.  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  six-months  ended June 30, 1999, the Company
advanced  approximately  $24,400 and $70,000,  respectively  to  Parkwood.  This
advance 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  $12,300 and $45,200 for the three and six-months ended June
30, 1999 as compared to  expenditures of  approximately  $37,200 and $68,200 for
the  respective  three and  six-months  ended June 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 six-months  ended June 30, 1999
were  partially  offset by proceeds  received from sales of  repossessed  mobile
homes of approximately $50,700 and $132,800, respectively.

Cash  used by  operating  and  financing  activities  was  funded  by  financing
activities  which  generated net cash inflows of  approximately  $2,677,200  and
$1,435,000 for the respective  three-month  periods ended June 30, 1999 and 1998
and $3,391,000 and $1,972,900 for the respective  six-month  ended June 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).  Through  June 30,  1999  (the  termination  date of the
offering),  the Company was offering  subscriptions for a maximum of 9,900 Notes
in the principal  amount of $1,000 each. The Notes bear simple interest at 10.5%
(interest is payable  monthly)  and are payable in full on June 30, 2002.  As of
June 30, 1999, the Company had sold $9,818,000 of Notes or approximately  99% of
the Notes offered to the public. Because debt issuance costs approximated 10% of
the Notes sold, net proceeds to the Company  approximated  $8,800,0000 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 six-months ended June 30, 1999. 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  increased  by  approximately  $1,365,000  and
$802,800 for the  respective  three-month  periods ended June 30, 1999 and 1998,
and $601,000 and $1,019,900 for the respective  six-month periods ended June 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


                                            -12-


                                       12
<PAGE>

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  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,

                                                     -13-

                                       13
<PAGE>

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.

                                    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
<PAGE>