U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


         [ X  ]   Quarterly Report Under Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

                  For the quarterly period ended September 30, 1998

         [     ]  Transition Report Under Section 13 or 15(d) of
                  the Exchange Act

                  For the transition period from ____________ to ___________.


                         Commission file number 0-23075


                     PELICAN PROPERTIES, INTERNATIONAL CORP.
                     ---------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                  Florida                              65-0616879
          -----------------------                      -----------
      (State or Other Jurisdiction of               (I.R.S. Employer
      Incorporation or Organization)               Identification No.)

                    12520 SW 195 Terrace Miami, Florida 33177
                    -----------------------------------------
                     (Address of Principal Executive Office)

                                 (305) 251-4060
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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

                                    Yes [   X   ]   No [     ]

The number of shares outstanding of the issuer's common stock, par value $.001
per share as of October 30, 1998 was 5,094,185.

Transitional Small Business Disclosure Format: Yes [     ]   No [  X   ]

<PAGE>
                     PELICAN PROPERTIES, INTERNATIONAL CORP.
                                and SUBSIDIARIES

                                Table of Contents

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

ITEM. 1  Financial Statements                                             

         Condensed consolidated Balance Sheets
         September 30, 1998 and December 31, 1997                          2

         Condensed Consolidated Statements of Operations--
         Three Months Ended September 30, 1998 and September 30, 1997
         Nine Months Ended September 30, 1998 and September 30, 1997       3

         Condensed Consolidated Statements of Cash Flows
         Three Months Ended September 30, 1998 and September 30, 1997      4

         Condensed Notes to Consolidated Financial Statements              5 - 7

ITEM 2   Management's Discussion and Analysis or Plan of Operation         8 - 9



PART II.  OTHER INFORMATION
---------------------------

         Items 1 - 6                                                      10

         27. Financial Data Schedule (for SEC use only)            



SIGNATURES                                                                11


                                       1
<PAGE>
            PELICAN PROPERTIES, INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       (Historical)          (Proforma)
                                                                   September 30         December 31         December 31
ASSETS                                                                     1998                1997                1997
                                                                  -------------      --------------        ------------
<S>                                                                   <C>                  <C>                 <C>     
CURRENT ASSETS
Cash                                                                  $ 138,926            $ 63,335            $ 63,335
Cash, restricted                                                      7,416,372                   -                   -
Cash held in escrow                                                     526,296                   -                   -
Accounts receivable                                                           -              54,535                   -
Inventories                                                                   -              52,992                   -
Other current assets                                                      6,044              27,303                   -
                                                                  -------------      --------------        ------------
       Total current assets                                           8,087,638             198,165              63,335
PROPERTY AND EQUIPMENT, NET                                              17,588           6,171,103              14,105
OTHER ASSETS                                                                280             123,870               4,003
                                                                  -------------      --------------        ------------
TOTAL ASSETS                                                        $ 8,105,506         $ 6,493,138            $ 81,443
                                                                  =============      ==============        ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable & accrued expenses                                    $ 47,370           $ 252,824                 $ -
Deferred revenues                                                             -             222,764                   -
Current portion of pre-petition debt                                          -              32,260              32,260
Other current liabilities                                               102,183             620,045              89,956
Current maturities of long-term debt                                          -           1,065,018                   -
Net current liabilities of discontinued operations                            -                   -             605,648
Income taxes payable: discontinued operations                         1,536,834                   -                   -
Loans payable to stockholders                                                 -             241,153             241,153
                                                                  -------------      --------------        ------------
       Total current liabilities                                      1,686,387           2,434,064             969,017
                                                                  -------------      --------------        ------------
NON-CURRENT LIABILITIES
Long-term portion of pre-petition debt                                        -             120,546             120,547
Long-term debt, less current maturities                                       -           4,946,649                   -
Deferred income taxes                                                 1,942,136                   -                   -
                                                                  -------------      --------------        ------------
       Total non-current liabilities                                  1,942,136           5,067,195             120,547
                                                                  -------------      --------------        ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock (6%), par value $.001; 1,000,000 shares
  authorized and 195,907shares as of December 31, 1997                        -                 196                 196
Common stock, par value $.001; 100,000,000 shares
  authorized 4,954,185 shares issued as of December 31,
  1997 and 5,114,185 shares issued as of June 30, 1998                    5,114               4,954               4,954
Additional Paid-in Capital                                            3,303,590           3,536,894           3,536,894
Retained earnings (accumulated deficit)                               1,168,279          (4,550,165)         (4,550,165)
                                                                  -------------      --------------        ------------
       Total stockholders' equity (deficit)                           4,476,983          (1,008,121)         (1,008,121)
                                                                  -------------      --------------        ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY (DEFICIT)                                    $ 8,105,506         $ 6,493,138            $ 81,443
                                                                  =============      ==============        ============
</TABLE>

                                       2

<PAGE>
              PELICAN PROPERTIES, INTERNATIONAL CORP. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                -------------------------------------       ------------------------------------
                                                            Three Months Ended                         Nine Months Ended
                                                -------------------------------------       ------------------------------------
                                                           (Historical)   (Proforma)                   (Historical)   (Proforma)
                                                 Sep 30       Sep 30        Sep 30          Sep 30       Sep 30        Sep 30
                                                  1998         1997          1997            1998         1997          1997
                                                -------------------------------------       ------------------------------------
<S>                                                              <C>                                      <C>                   
REVENUES                                                         693,838            -               -     3,007,306            -
COST OF REVENUES                                                 271,872            -               -       940,695            -
                                                -------------------------------------       ------------------------------------
GROSS PROFIT                                             -       421,966            -               -     2,066,611            -
                                                -------------------------------------       ------------------------------------

EXPENSES:
General & administrative                           177,833       113,242       17,110         320,398       465,232       72,965
Operating                                                -       344,366            -               -     1,032,514            -
Interest expense                                       114       109,875            -          51,882       329,629            -
Depreciation & amortization                            194        82,935            -             388       243,936            -
                                                -------------------------------------       ------------------------------------
   Total expenses                                  178,141       650,418       17,110         372,668     2,071,311       72,965
                                                -------------------------------------       ------------------------------------
Loss from continuing operations
   before other income (expenses)                 (178,141)     (228,452)     (17,110)       (372,668)       (4,700)     (72,965)
                                                -------------------------------------       ------------------------------------
OTHER INCOME (EXPENSES)                            111,188       (12,638)     (14,961)         65,656      (182,474)    (168,939)
                                                -------------------------------------       ------------------------------------
Loss from continuing operations
   before income taxes                             (66,953)     (241,090)     (32,071)       (307,012)     (187,174)    (241,904)
Provision for income taxes (tax benefit)           (25,449)      (33,394)      54,840        (115,831)       (9,445)     (24,162)
                                                -------------------------------------       ------------------------------------
Loss from continuing operations                    (41,504)     (207,696)     (86,911)       (191,181)     (177,729)    (217,742)
Gain on sale of discontinued operations
   (net of income taxes)                                 -             -            -       5,477,012             -            -
Income (loss) from discontinued
   operations (net of income taxes)                 (9,584)            -     (120,785)         71,045             -       40,013
                                                -------------------------------------       ------------------------------------
Income (loss) before extraordinary gain            (51,088)     (207,696)    (207,696)      5,356,876      (177,729)    (177,729)
Extraordinary gain (net of income taxes)                 -             -            -         361,570             -            -
                                                -------------------------------------       ------------------------------------
    NET INCOME (LOSS)                              (51,088)     (207,696)    (207,696)      5,718,446      (177,729)    (177,729)
                                                =====================================       ====================================
BASIC AND DILUTED EARNINGS (LOSS)
   PER SHARE:
   Continued operations                              (0.02)        (0.05)       (0.02)          (0.04)        (0.03)       (0.05)
   Sale of discontinued operations                       -             -            -            1.08             -            -
   Discontinued operations                               -             -        (0.02)           0.01             -         0.01
   Extraordinary gain                                    -             -            -            0.07             -            -
                                                -------------------------------------       ------------------------------------
   Net income (loss)                                 (0.02)        (0.05)       (0.04)           1.12         (0.03)       (0.04)
                                                =====================================       ====================================
Weighted average number of shares
   basic and diluted                             5,100,852     4,912,309    4,912,279       5,068,443     5,490,755    4,771,126
                                                =====================================       ====================================
</TABLE>

                                       3

<PAGE>
            PELICAN PROPERTIES, INTERNATIONAL CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                             (Historical)         (Proforma)
                                                                             1998                 1997                1997
                                                                         ------------        -------------      --------------
<S>                                                                          <C>                <C>                 <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations                                          (191,181)          $ (177,729)         $ (217,742)
Adjustments to reconcile income from continuing operations
   to net cash (used) provided by continuing operations:
      Depreciation and amortization                                               389              243,936                   -
      Non-cash compensation                                                    24,980                9,375                   -
      Loss on disposal of asset                                                     -               14,933                   -
   Changes in working capital of continuing operations:
      Increase in accounts receivable                                               -              (23,581)                  -
      Increase in inventories                                                       -               (1,782)                  -
      Decrease in other receivable                                                  -                2,473                   -
      Increase (decrease) in other assets                                      (6,004)             157,984                   -
      Increase (decrease) in accounts payable
        and accrued expenses                                                   46,385               67,181               1,232
      Decrease in income taxes payable                                        (32,951)                   -                   -
      Increase in deferred revenues                                                 -               80,809                   -
      Increase (decrease) in other current liabilities                         (8,568)             107,682                   -
      Decrease in due to affiliate                                                  -              (32,272)                  -
      Increase in deferred tax liabilities                                          -                  209                   -
      Decrease in pre-petition chapter 11 debt                                      -              (60,084)                  -
                                                                         ------------        -------------      --------------
        Net cash used by continuing operations                               (166,950)             389,134            (216,510)
        Net cash (used) provided by discontinued operations                  (636,963)                   -             605,644
                                                                         ------------        -------------      --------------
        Net cash (used) provided by operating activities                     (803,913)             389,134             389,134
                                                                         ------------        -------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures: discontinued operations                                  (3,873)            (201,938)           (201,938)
Proceeds from sale of discontinued operations                              14,983,262                    -                   -
                                                                         ------------        -------------      --------------
        Net cash (used) provided by investing activities                   14,979,389             (201,938)           (201,938)
                                                                         ------------        -------------      --------------

CASH FLOW FROM FINANCING ACTIVITIES:
Principal payments on long-term debt: discontinued operations              (5,622,704)            (110,166)           (110,166)
Repayment of loan                                                            (241,153)             (30,000)            (30,000)
Cash redemption of preferred stock                                           (293,860)                   -                   -
Proceeds from issuance of common stock                                            500                    -                   -
                                                                         ------------        -------------      --------------
        Net cash (used) provided by financing activities                   (6,157,217)            (140,166)           (140,166)
                                                                         ------------        -------------      --------------
   NET INCREASE IN CASH                                                     8,018,259               47,030              47,030
CASH, BEGINNING OF PERIOD                                                      63,335              105,342             105,342
                                                                         ------------        -------------      --------------
CASH, END OF PERIOD                                                       $ 8,081,594            $ 152,372           $ 152,372
                                                                         ============        =============      ==============
</TABLE>

                                       4
<PAGE>

NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The quarterly financial information included herein is
unaudited. However, in the opinion of management, all adjustments, consisting of
normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 1998,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. A description of the Company's accounting policies and
other financial information is included in its audited consolidated financial
statements for the year ended December 31, 1997.

The September 30, 1998 condensed consolidated financial statements include the
accounts of Pelican Properties, International Corp. and its wholly owned
subsidiaries Ohio Key I, Inc. and Ohio Key II, Inc. and its 99% owned
subsidiary, Sunshine Key Associates Limited Partnership, an inactive Partnership
after December 31, 1996.

As more fully discussed in Note 2, the Company's net liabilities have been
segregated from continuing operations in the accompanying condensed consolidated
balance sheets, and its operating results are segregated and reported as
discontinued operations in the accompanying condensed consolidated statements of
operations and cash flows. The Company's 1997 condensed consolidated financial
statements are shown proforma for comparison purposes.

The September 30, 1997 condensed consolidated financial statements have been
adjusted retroactively to reflect significant 1997 fourth quarter adjustments.

NOTE 2 - SALE OF DISCONTINUED OPERATIONS
----------------------------------------

On May 29, 1998, the Company, through its wholly owned subsidiaries Ohio Key I,
and Ohio Key II, sold its only revenue producing asset known as Sunshine Key RV
Resort and Marina, which resulted in a gain of $ 5,477,012, which is net of $
3,307,290 in taxes. The proceeds were used to pay outstanding indebtedness of
$5,589,908 existing at date of sale. The sale is intended to qualify as a
like-kind exchange as promulgated by Internal Revenue Code Section 1031. In
order to ensure this type of income tax treatment, certain qualifying criteria
must be met, including, but without limitation, the proceeds are to be held by a
third party and such proceeds must be used to acquire like-kind property or
properties. It is the intention of management to continue the Company's primary
business and to reinvest such proceeds in resort type real estate.

As an additional result of the sale of discontinued operations, the Company
benefited from a forgiveness of debt due to early extinguishment. This is
reflected on the Company's financial statements as an extraordinary gain of $
361,570, which is net of $ 218,973 in taxes.

                                       5

<PAGE>

NOTE 3 - DISCONTINUED OPERATIONS
--------------------------------

As more fully discussed in Note 2, the Company sold its principal revenue
producing asset, and accordingly, the results of operations of Ohio Key I, and
Ohio Key II, are being accounted for as discontinued operations. Also, the
condensed consolidated balance sheet as of December 31, 1997 has been
reclassified and shown proforma to reflect the Company's net liabilities of
discontinued operations.

Net current liabilities of discontinued operations at December 31, 1997 are
summarized as follows:
<TABLE>
<CAPTION>
<S>                                                                             <C>          
                  Accounts receivable                                           $      54,535
                  Inventories                                                          52,992
                  Other current assets                                                 27,303
                  Property and equipment, net                                       6,171,107
                  Other assets                                                        105,826
                  Accounts payable & accrued expenses                                (251,690)
                  Deferred revenues                                                  (222,764)
                  Other current liabilities                                          (313,875)
                  Accrued interest                                                   (217,348)
                  Current maturities of long-term debt                                (65,018)
                  Long-term debt                                                   (5,946,712)
                                                                                 ------------
                     Total                                                       $   (605,648)
                                                                                 ============
</TABLE>

Information relating to the discontinued operations for the nine months ended
September 30, 1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
                                                                            1998              1997
                                                                            ----              ----
<S>                                                                 <C>                <C>         
                  Revenues                                          $  1,853,645       $  3,007,306
                  Costs of revenues                                     (439,491)          (940,695)
                  Operating expenses                                           0         (1,032,515)
                  General & administrative expenses                     (947,581)          (382,822)
                  Interest expense                                      (195,177)          (329,629)
                  Depreciation and amortization                         (142,681)          (243,936)
                  Other income                                            10,868                  0
                  Other expenses, net                                          0            (13,534)
                  Income taxes                                           (68,538)           (24,162)
                                                                  --------------       ------------
                  Income (loss) from
                   discontinuing operations                       $       71,045      $      40,013
                                                                  ==============      =============
</TABLE>

NOTE 4 - STOCK BASED COMPENSATION
---------------------------------

On January 1, 1998 the Company issued 50,000 shares of common stock as payment
of legal fees resulting in a $50 increase to "Common Stock" and a $6,200
increase to "Additional paid in capital."

On February 28, 1998 the Company issued 20,000 shares of common stock as
compensation resulting in a $20 increase to "Common stock" and a $2,480 increase
to "Additional paid in capital". On May 29, 1998 the Company issued 20,000
shares of common stock as compensation resulting in a $20 increase to "Common
Stock" and a $26,230 increase to "Additional paid in capital". On August 27,
1998 the Company issued 20,000 shares on common stock as compensation resulting
in a $20 increase to "Common Stock" and a $25,000 increase of "Additional paid
in capital".


On February 26, 1998 the Company granted to the Chief Financial Officer ("CFO"),
the option to purchase up to 50,000 shares of Common Stock at an exercise price
of $.01 per share that is vested and exercisable on March 1, 1998. On March 6,
1998, the CFO exercised the option and was issued 50,000 shares of Common Stock
of the Company as restricted shares under Rule 144 of the Securities Act of
1933.

                                       6
<PAGE>

NOTE 5 - NET INCOME (LOSS) PER SHARE
------------------------------------

The net income (loss) per share is computed by dividing the net income or (loss)
for the period by the weighted average number of shares outstanding (as adjusted
retroactively for the dilutive effect of prior years common stock options) for
the period plus the dilutive effect of outstanding common stock options,
warrants, and preferred shares considered common stock equivalents.

NOTE 6 - PREFERRED STOCK
------------------------

On June 30, 1997, the Company issued 195,907 shares of Series A Preferred Stock
in exchange for payment of $293,862 of debt, $223,862 of which was included in
Pre-petition debt and $70,000 was owed to a related party. On May 29, 1998, the
Company redeemed 195,907 shares of Series A Preferred Stock or all of its
Preferred Stock for $293,862 in cash.

NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION
-------------------------------------------

During 1998, the company issued shares of common stock as payment for legal
expenses and as compensation of officers totaling $6,250 and $53,750
respectively.

Included in the Company's September 30, 1998 statement of operations is a
non-cash extraordinary gain in the amount of $361,570 net of $218,973 in taxes.
This resulted from an early extinguishment of debt as a result of the sale of
discontinued operations.

NOTE 8 - 1031 EXCHANGE
----------------------

The deadline to meet the qualifying criteria to treat the Company's sale of
Sunshine Key RV Resort and Marina as a like-kind exchange ("1031 exchange") for
income tax purposes is on or about November 28, 1998. At this time, management
expects to meet the 1031 exchange requirements on or before the deadline.
However, if the requirements are not met, then the deferred income taxes plus
penalties and interest will become currently due.

NOTE 9 - YEAR 2000
------------------

The Year 2000 ("Y2K") problem basically is a programming glitch for systems that
were designed with 2-digits for month, day, and year. The problem specifically
lies in the 2-digit year, whereby "00" would be recognized as year 1900 instead
of year 2000. The result means significant miscalculations or possibly complete
system failure. Currently, all software the Company operates does not cause
management to have a concern regarding the Y2K problem. However, due to the
uncertainties of how the Y2K affects the Company's vendors or customers, we are
unable to determine the effect, if any, on the Company's financial condition, or
result's of operations.

                                       7
<PAGE>

Item 2 - Management's Discussion and Analysis or Plan of Operation

GENERAL

         Management's Discussion and Analysis or Plan of Operation contains
various "forward looking statements" within the meaning of the Securities Act of
1933 and the Securities And Exchange Act of 1934, which represents the Company's
expectations or beliefs concerning future events including without limitation
the following; ability of the Company to obtain financing on terms and
conditions that are favorable; ability of the Company to improve levels of
profitability and sufficiency of cash provided by operations.

         The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those contained in the forward looking statements, including without
limitations, general economic conditions, changes in the level of operating
expense and the present and future level of competition. Results actually
achieved may differ materially from expected results included in these
statements.

         The Company's primary objective is the management of held assets and
the acquisition and management of additional properties in the recreational and
leisure industry's resort destination segment. Until May 29, 1998, Pelican
Properties, International Corp., through its wholly owned subsidiaries, Ohio Key
I, Inc. and Ohio Key II, Inc., "Subsidiaries" owned and operated a resort known
as the Sunshine Key RV Resort and Marina, "Property".

         On May 29, 1998 the Company's Subsidiaries sold the Property for a sale
price of $15,750,000 paid in cash. The net proceeds of the sale have been placed
in an IRS code 1031 Exchange account with the intention of taking advantage of
tax deferral strategies if reinvested in real estate properties within specified
time frames and meeting certain criteria. The Company fully intends to reinvest
in properties that meet its primary objective and will attempt to take advantage
of the 1031 exchange account benefits. The Company has purchased the McLure
House Hotel on October 15, 1998 for $3.2 million cash that was drawn from the
1031 exchange account. Although the 1031 exchange benefits expire on or about
November 28, 1998, management believes that the Company will acquire sufficient
properties to indefinitely defer the tax liability associated with the gain on
the sale of the property. However, there can be no assurances that the Company
will be able to meet this deadline and as a result the deferred income taxes
plus interest and penalties could become currently due.

         The Commission has issued Staff Legal bulletin No. 5 (CF/IM) stating
that public operating companies should consider whether there will be any
anticipated costs, problems and uncertainties associated with the year 2000
issue, which affects many existing computer programs that use only two digits to
identify a year in the date field. The company anticipates that its business
operations will electronically interact with third parties very minimally, if at
all, and the issues raised by Staff Legal Bulletin No. 5 are not applicable in
any material way to the Company's business or operations. Additionally, the
Company intends that any computer systems that the Company may purchase or lease
that are incident to the Company's business will have already addressed the
"Year 2000" issue.

Nine Months Ended September 30, 1997 compared to Nine Months Ended September 30,
1998 for Continuing Operations

         General & Administrative expenses from continuing operations increased
$247,433 from $72,965 for the nine-months ended September 30, 1997 as compared
to $320,398 for the nine-months ended September 30, 1998. The increase primarily
reflects costs associated with professional fees for the formulation of tax
strategies associated with the 1031 exchange account, increased travel costs
associated with the necessary due diligence for identification and research of

                                       8
<PAGE>

all potential acquisitions relating to the 1031 exchange, and professional fees
associated with tax advice and strategies relating to the preparation of present
and prior year tax returns. The increase also relates to costs associated with
professional fees for public reporting and related expenses. These expenses were
incurred to a lesser extent in the nine-month period ended September 30, 1997
but were recorded as other expense. The Company filed its Form 10SB in September
1997 and audit and legal fees prior to this time were treated as non-recurring
expenses prior to becoming a reporting entity. Other expense for the nine months
ended September 30, 1997 was $168,939 and should be viewed in conjunction with
G&A expenses for the comparable period. The interest expense of $51,882 relates
to the redemption of the Company's Series A Preferred Stock as discussed in the
Company's Form 10-QSB for the period ended June 30, 1998.

         The net loss from continuing operations for the nine-months ended
September 30, 1998 decreased $26,561 to $191,181 from $217,742 for the same time
period in 1997. This decrease is primarily due to the $115,831 provision for tax
benefit and the $65,656 of other income that are partially offset by the above
mentioned increase in expenses.

         Net income increased $5,534,605 from a loss of $177,729 for the
nine-months ended September 30, 1997 to $5,356,876 for the nine-months ended
September 30, 1998. The increase is due to the gain on the sale of discontinued
operations and the extraordinary gain. The $5,477,012 gain on the sale of the
Subsidiaries assets is net $3,307,289 of income taxes based on the original
resulting gain of $9,364,205. The $361,570 extraordinary gain, that was from a
forgiveness of debt due to the early extinguishment of long-term debt, is net
$218,973 of income taxes based on the original gain of $580,543.

Liquidity and Capital Resources

         The $7,416,372 recorded as Cash-Restricted primarily represents the net
proceeds deposited into the IRS code 1031 exchange account of $7,315,197. The
$526,296 recorded as Cash held in escrow represents unresolved issues from the
sale of the subsidaries assets. At the time of this filing all issues had been
resolved and that balance has been transferred into the Company's 1031 exchange
account. The $1,942,135 deferred income taxes represent the amount of tax that
is subject to indefinite deferral if certain conditions are met with the use of
funds held in the 1031 exchange account.

Outlook

         As stated earlier, the net proceeds of the sale of the subsidiary's
asset have been placed in an IRS rule 1031 Exchange account held by a third
party. The intention of the Company is to take advantage of tax deferral
strategies if the funds are used to acquire like-kind real estate properties
within specified time frames and meeting certain criteria. The Company has
purchased the McLure House Hotel on October 15, 1998 for $3.2 million cash that
was drawn from the 1031 exchange account. Although the 1031 exchange benefits
expire on or about November 25, 1998, management believes that the Company will
acquire sufficient properties to indefinitely defer the tax liability associated
with the gain on the sale of the property. However, there can be no assurances
that the Company will be able to meet this deadline and as a result the deferred
income taxes plus interest and penalties will become currently due.

                                       9
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

         Not applicable


Item 2. Changes in Securities

         Not applicable


Item 3. Defaults Upon Senior Securities

         Not applicable


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

         Not applicable


Item 5. Other Information

         Not applicable


Item 6.  Exhibits and Reports on Form 8-K

                  27.   Financial Data Schedule (for SEC use only)

         Reports on Form 8-K

                  Form 8-K dated October 22, 1998 regarding the purchase of a
significant asset.


                                       10

<PAGE>

                                   SIGNATURES


         In accordance with Section 13 or 15 (d) of the Securities Exchange Act
of 1934, Pelican Properties, International, Corp. has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                       PELICAN PROPERTIES, INTERNATIONAL, CORP.



DATE:  November 16, 1998               By: /S/ C. John Knorr
                                          ----------------------------
                                       C. John Knorr, Chairman


DATE:  November 16, 1998               By: /S/ Timothy M. Benjamin
                                          ----------------------------
                                       Timothy M. Benjamin, CFO/Treasurer








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