UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-K/A-1
                                  -------------

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the Fiscal Year ended September 30, 2008
                              ------------------
    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ________ to _________

                         Commission file number 0-8463
                                                ------

                           PISMO COAST VILLAGE, INC.
                 ----------------------------------------------------
                (Exact name of registrant as specified in its charter)

                   California                       95-2990441
          ---------------------------------     ---------------------
          (State or other jurisdiction of       (IRS Employer ID No.)
          (incorporation or organization)

              165 South Dolliver Street, Pismo Beach, CA    93449
              ---------------------------------------------------
             (Address of Principal Executive Offices)   (Zip Code)

                    Registrant's telephone number (805)773-5649
                                                  -------------

        Securities registered pursuant to Section 12(b) of the Act:

         Title of Each Class                 Name of Each Exchange
                                              on Which Registered
         -------------------                 ---------------------
                 N/A                                   N/A

        Securities registered pursuant to Section 12(g) of the Act:

                                 Common Stock
                                 ------------
                               (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.   YES [ ]  NO [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. YES [ ]  NO [X]

Indicate by check mark whether the registrant (1) filed all reports required
to be filed 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]


                                      1


<page>
------------------------------------------------------------------------------

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Subsection
229.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
YES [ ]  NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.  [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

 [ ] Large accelerated filer     [ ] Non-accelerated filer
 [ ] Accelerated filer           [X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). YES [ ]  NO [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of the last business day of the registrant's most recently completed fiscal
quarter.  $57,200,000

          (APPLICABLE ONLY TO REGISTRANT'S INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES [ ]  NO [ ]

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.   1,790

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Notice of 2009 Definitive Proxy Statement for the
Annual Meeting of Shareholders to be held January 17, 2009 are incorporated by
reference into Part III.


                                      2


<page>
------------------------------------------------------------------------------

                                  FORM 10-KSB
                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

a. BUSINESS DEVELOPMENT
Pismo Coast Village, Inc., the "Registrant" or the "Company," was incorporated
under the laws of the State of California on April 2, 1975. The Company's sole
business is owning and operating a recreational vehicle resort (hereinafter
the "Resort") in Pismo Beach, California. The Resort has continued to enhance
its business by upgrading facilities and services to better serve customers.

b. BUSINESS OF ISSUER
The Company is engaged in only one business, namely, the ownership and
operation of the Resort. The Company generates revenue from rental of camping
sites, recreational vehicle storage, recreational vehicle repair and retail
sales from a general store and recreational vehicle parts store. Accordingly,
all of the revenues, operating profit (loss) and identifiable assets of the
Company are attributable to a single industry segment.

Pismo Coast Village, Inc. is a full-service 400 space recreational vehicle
resort. Its resort operations include site rentals, RV storage business, video
arcade, Laundromat, and other income sources related to the operation. The
retail operations include a general store, RV parts store, and RV repair shop.
In addition, the Company has a recreation department that provides a youth
program and recreational equipment rentals.

PUBLIC AND SHAREHOLDER USERS
The present policy of the Company is to offer each shareholder the opportunity
for 45 days of free use of sites at the Resort, 25 days may be used during
prime time and 20 days during non-prime time. The free use of sites by
shareholders is managed by designating the nights of the year as prime time
and non-prime time. A prime time night is one that is most in demand, for
example, Memorial Day Weekend and the period from mid-June until Labor Day.
Non-prime time is that time with the least demand. Each shareholder is
furnished annually a calendar that designates the prime and non-prime time
days; it also provides a schedule of when reservations can be made and the
procedure for making reservations. Shareholder's free use of sites average
approximately 21% to 24% annually (refer to Item 6. MANAGEMENT'S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATION, page 9).

SEASONAL ASPECTS OF BUSINESS
The business of the Company is seasonal and is concentrated during prime days
of the year which are defined as follows: President's Day Weekend, Easter
week, Memorial Day Weekend, summer vacation months, Labor Day, Thanksgiving
Weekend and Christmas vacation.

WORKING CAPITAL REQUIREMENTS
By accumulating reserves during the prime seasons, the Company is able
generally to meet its working capital needs during off-season. Industry
practice is to accumulate funds during the prime season, and use such funds,
as necessary, in the off-season. The Company has arranged, but not used, a
$500,000 line of credit to ensure funds are available, if necessary, in the
off-season.


                                      3


<page>
------------------------------------------------------------------------------

COMPETITION
The Company is in competition with nine other RV parks located within a
five-mile radius. Since its property is the only property located adjacent to
the beach, it has a competitive edge. The Company is recognized as a
recreational vehicle resort rather than a park because of its upgraded
facilities and amenities which include 34 Channels of Satellite TV, high-speed
wireless Internet service throughout the property, a heated pool, a miniature
golf course and a recreational program. The Resort is noted for its ability to
provide full service which includes RV storage and RV repair and service. The
Resort is consistently given high ratings by industry travel guides based on
resort appearance, facilities offered, and recreational programs. In November
2007, Pismo Coast Village RV Resort was awarded the designation of 2007/2008
RV Park of the Year, Large Park Category, by the National Association of RV
Parks and Campgrounds (ARVC) which has a membership of more than 3,900
properties. Pismo Coast Village RV Resort also received national Park of the
Year honors in 1999, 1997, and 1995. In Fiscal Year 2004, Pismo Coast Village,
Inc. was awarded the designation of RV Park of the Year, Mega Park Category
2004, by the California Travel Parks Association (CTPA), now known as the
California Association of RV Parks and Campgrounds. These factors allow the
Resort to price its site rental fees above most of its competition based on
perceived value received.

Competition for the tourist market is strong between the cities on the Central
Coast of California. Resort management and staff are involved with the City of
Pismo Beach, Chamber of Commerce, Conference and Visitors Bureau, and are
major sponsors in cooperative events and advertising. The Resort continues to
market off-season discounts and place advertisements in trade publications and
industry directories. In addition, the Company places its brochure with
companies selling or renting recreational vehicles and has found the Resort's
Internet web page to be very effective. The marketing program also targets
groups and clubs by offering group discounts, meeting facilities, and catering
services. The Company's marketing plan was funded by $60,866 for Fiscal Year
2008 which was developed out of operating revenues. The major source of the
Company's business is repeat business, which has been developed by attention
to good customer service and providing quality recreational facilities.

ENVIRONMENTAL REGULATION
The Company is affected by federal, state and local antipollution laws and
regulations. Due to the nature of its business operations (camping, RV storage
and small retail store sales), the discharge of materials into the environment
is not considered to be of a significant concern, and the EPA has not
designated the Company as a potentially responsible party for clean up of
hazardous waste.

The main property of the Resort is located within the boundaries of those
lands under the review and purview of the Coastal Commission of the State of
California and the City of Pismo Beach. The water and sewer systems are
serviced by the City of Pismo Beach. The Company was subject to state and
federal regulations regarding the Fiscal Year 1996 reconstruction of an
outflow structure that empties into Pismo Creek at the north boundary of the
Resort. Because the Resort is within the wetlands area, the California Coastal
Commission required permits for repair and construction to be reviewed by the
following agencies: City of Pismo Beach, State Lands Commission, Regional
Water Quality Board, State of California, California Department of Fish and
Game, State Department of Parks and Recreation and the Army Corps of
Engineers.


                                      4


<page>
------------------------------------------------------------------------------

EMPLOYEES
As of September 30, 2008, the Company employed approximately 58 people with 25
of these on a part-time basis and 33 on a full-time basis. Due to the seasonal
nature of the business, additional staff is needed during peak periods and
fewer during the off-season. Staffing levels during the fiscal year ranged
from approximately 53 employees to 68 employees. Management considers its
labor relations to be good.

ADDITIONAL INFORMATION
The Company has remained conservative when considering rates and rate
increases. As a result of experiencing increasing operational expenses and
conducting a local comparative rate study, the Board voted to increase RV
storage rates effective April 1, 2006. The new storage rate increased the
monthly base rate $6, or 15.7%, per unit. The Board elected to increase the
summer prime time site rental rate from $49 to $51 per night effective October
1, 2007. The 2008/2009 Fiscal Plan does not include rate increases for RV
storage, however, there is a two to five-dollar per night site rental rate
increase effective October 1, 2008. It is anticipated the proposed rates will
continue to market site usage at is highest value and not negatively impact
the Company's ability to capture an optimum market share.

c. REPORTS TO SECURITY HOLDERS
Pismo Coast Village files quarterly reports, an annual report, and periodic
reports, providing the public with current information about the Company and
its operations with the Securities and Exchange Commission.

The Company makes available on its website, www.pismocoastvillage.com, access
to its annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with or furnished to
the Securities and Exchange Commission.

The public may read and copy any materials filed with the Securities and
Exchange Commission at the SEC's Public Reference Room located at 100 F
Street, N. E., Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy statements, and other information that the Company files with the SEC.
filed with or furnished to the Securities and Exchange Commission.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's principal asset consists of the Resort which is located at 165
South Dolliver Street in Pismo Beach, California. The Resort is built on a
26-acre site and includes 400 campsites with full hookups and nearby restrooms
with showers and common facilities, such as a video arcade, recreation hall,
general store, swimming pool, Laundromat, and three playgrounds.

In 1980, the Company purchased a 2.1 acre parcel of real property located at
2250 22nd Street, Oceano, California, at a price of $66,564. The property is
being used by the Company as a storage facility for recreational vehicles. The
storage capacity of this lot is approximately 123 units.

In 1981, the Company exercised an option and purchased a 3.3 acre parcel
located at 300 South Dolliver Street, Pismo Beach, California, at a price of
$300,000. The property, which previously had been leased by the Company, is
used primarily as a recreational vehicle storage yard. The storage capacity of
this lot is approximately 220 units.


                                      5


<page>
------------------------------------------------------------------------------

In 1988, the Company purchased approximately 0.6 acres of property at 180
South Dolliver Street, Pismo Beach, California, across the street from the
main property, consisting of a large building with a storefront and one large
maintenance bay in the rear. Also, on the property is a smaller garage-type
building with three parking stalls. The Company enlarged its recreational
vehicle repair operation, added RV storage for approximately eleven units and
developed the storefront into a RV parts store. The property was purchased for
$345,000, of which $300,000 was financed and paid in full during Fiscal Year
1997.

On December 31, 1998, the Company closed escrow on a parcel of property to be
developed as an additional RV storage facility. The 5.5 acre property is
located in Oceano adjacent to existing Company RV storage. On October 14,
1999, construction was completed and the Company received County approval to
occupy the premises. The property was purchased for $495,000, of which
$395,000 was financed and paid in full in July 2000. Development cost amounted
to $195,723 and was allocated from operational cash flow. Storage capacity for
this property is approximately 341 units and is currently full. The property
is in good condition and being held as collateral for the note on the
properties purchased in 2006.

On February 28, 2003, the Company closed escrow on a parcel of property to be
developed as an additional RV storage facility. The 4.7 acre property is
located in Oceano and was purchased for $650,000, of which $500,000 was
financed. The note on this property was paid off in September 2005. The
construction permit granted by the County of San Luis Obispo was contingent
upon permit approval by the California Coastal Commission. In January 2006,
the Commission denied the permit based on wetland conditions. The property is
currently being considered for another use.

Due to the continued demand for RV storage and the denial of the
aforementioned permit, the Board of Directors elected to purchase additional
property. On January 11, 2006, the Company closed escrow on a six-acre
property already developed as an RV storage facility. The purchase price was
$2.1 million, and included approximately 80 existing storage customers. This
property had been permitted and developed the previous year, and is considered
in good condition with a capacity of approximately 378 units.

On April 6, 2006, the Company purchased the 2.2 acre property in Oceano it
previously rented from Union Pacific Railroad for RV storage. The purchase
price was $925,000 and the condition is considered good. The lot is operating
at full capacity with 190 units.

On May 9, 2008, the Company closed escrow on a 19.55 acre property in Arroyo
Grande to be developed for RV storage. The purchase price was $3.1 million for
the undeveloped land. The Company is currently waiting for a development
permit through the County of San Luis Obispo Planning Commission. Upon
completion, storage capacity is expected to be approximately 900 units.

Funding for these acquisitions was obtained through a local lending
institution with a balance owed as of September 30, 2008, of $5,022,756.

There is no deferred maintenance on any of the Resort's facilities. The
Company's facilities are in good condition and adequate to meet the needs of
the shareholder users as well as the public users. The Company continues to
develop sufficient revenue from general public sites sales to support a
continued positive maintenance program and to meet the demands of shareholders
use of free sites.

Management considers the Company's insurance policies offer adequate coverage
for risk and liability exposure.


                                      6


<page>
------------------------------------------------------------------------------

The Resort, RV Repair Shop and Parts Store, five storage facilities, and the
undeveloped property being liquidated, constitute substantially all the
Company's property, and are owned in fee. Three storage lots are leased by the
Company pursuant to the herein below described leases.

1. TRAILER STORAGE YARDS
In 1986 the Company leased a parcel of land 100 feet wide by 960 feet long
from the Union Pacific Railroad Corporation. The property is being used by the
Company as a storage facility for recreational vehicles. Capital improvements
in the amount of $40,000 were made to this property, which provides storage
for approximately 160 units. On July 29, 2005, Union Pacific Railroad
Corporation sold the property to the Weyrick Family Trust who, after entering
into a five-year lease, agreed to sell the property to the Company for
$925,000. This transaction was completed April 6, 2006.

Associated with the previously mentioned property, and included within the
fenced storage perimeter, is the lease of a ten foot by 960 foot section
belonging to Union Pacific Railroad. This lease also allows for the Company's
fence to encroach upon the lessor's property. This annual lease is currently
$1,639, with a 3% automatic annual increase.

In 1991, the Company developed a lease for a five-acre RV storage lot at the
Oceano Airport clear zone as storage for approximately 350 RVs. This lot was
developed to replace a 100-unit storage lot that was closed when the lease was
not renewed. Construction was completed in January 1992 and capital
improvements in the amount of $330,768 were made to this property of which
$300,000 was financed and paid in full during Fiscal 1997. The original lease
on the storage lot was for five years and the Company has executed a third
five-year option with the County of San Luis Obispo which expired December 31,
2006. In response to the Company's request for another five-year extension,
the County has answered that, until the Oceano Airport Master Plan is updated,
the lease will be a month-to month holdover.

Lease payments for the first year of control and occupancy area were $1,500
per month, $2,000 per month for the second year and continuing years are tied
to the "CPI" index. During Fiscal Year 2008, lease payments were made in the
amount of $35,201. Current rent payments are $2,933 and may be impacted in the
future by the recently approved flood district assessment.

In March of 2006, the Company entered into a seven-year lease with Sheridan
Properties LP, (formerly Vawter Investments, LP), owners of four acres the
Company will utilize for RV storage. The Company developed the property and
received concessions through limited free and discounted rent. The property
was occupied for storage in June 2006 and is expected to store approximately
240 units.

Lease payments are currently $4,802 per month and will escalate March 1st of
each year by the Consumer Price Index (CPI). During Fiscal Year 2008, lease
payments were made in the amount of $56,673.

The Resort leases out areas to other companies to insure that the best service
and equipment are available for guest use. These areas are leased from the
Company pursuant to the herein below described leases.

1. RECREATIONAL ARCADE AGREEMENT WITH COIN AMUSEMENTS, INC.
This agreement is dated November 1, 2008, and pursuant to this agreement, the
Company granted Coin Amusements, Inc. the concession to operate various
coin-operated game units at the Resort. The one year term expires on October
31, 2009, and continued renewal is expected without significant impact.


                                      7


<page>
------------------------------------------------------------------------------

2. WEB SERVICE COMPANY, GOLETA, CA
The five-year lease expired July 22, 2002, and was reissued for a seven-year
period which will expire October 31, 2009, and grants to Web Service Company
the right to place and service coin-operated laundry machines at the Resort on
a 50-50 basis for all revenues derived from their use. On October 10, 2002,
Web replaced all 18 washers and 18 dryers with new equipment. Continued
renewal is expected without significant impact.

3. PISMO COAST INVESTMENTS
The Company renewed a lease agreement with Ms. Jeanne Sousa, a California
Corporations Licensed Broker, for the lease of a 200-square foot building at
the Resort from which she conducts sales activities in the Company's stock.
The term of the lease is for three years commencing on January 1, 2008, and
ending on December 31, 2010. Continued renewal is expected without significant
impact. Termination or cancellation may be made by either Lessor or Lessee by
giving the other party sixty (60) days written notice.

ITEM 3. LEGAL PROCEEDINGS
No pending legal proceedings against the Company other than routine litigation
incidental to the business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Paragraph inapplicable.


                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a. MARKET INFORMATION
There is no market for the Company's common stock, and there are only limited
or sporadic transactions in its stock. Ms. Jeanne E. Sousa, a licensed
broker/dealer, handled sales of the Company shares as Pismo Coast Investments.
The last transaction the Company is aware of occurred September 30, 2008, at a
price of $32,500 for one share conveyed. This price was used for computation
of aggregate market value of Company stock on page 2 of this Report.

b. HOLDERS
The approximate number of holders of the Company's common stock on September
30, 2008, was 1,545.

c. DIVIDENDS
The Company has paid no dividends since it was organized in 1975, and although
there is no legal restriction impairing the right of the Company to pay
dividends, the Company does not intend to pay dividends in the foreseeable
future. The Company selects to invest its available working capital to enhance
the facilities at the Resort.

d. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The Company does not currently have securities authorized for issuance under
equity compensation plans.

e. RECENT SALES OF UNREGISTERED SECURITIES: USE OF PROCEEDS FROM
   REGISTERED SECURITIES
The Company does not have sales of unregistered securities.

f. COMPANY PURCHASES OF EQUITY SECURITIES
The Company redeemed 10 shares of Common stock from a single shareholder in
the second quarter of the current fiscal year for $280,000. At this time the
stock has not been retired.


                                      8


<page>
------------------------------------------------------------------------------

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Statements in this Annual Report on Form 10-KSB which express the "Belief,"
"Anticipation," "Intention" or "Expectation," as well as other statements
which are not historical fact, and statements as to business opportunities,
market conditions, and operating performance insofar as they may apply
prospectively, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and involve risks and
uncertainties that could cause actual results to differ materially from those
projected.

Pismo Coast Village, Inc. operates as a 400 space recreational vehicle resort.
The Corporation includes additional business operations to provide its users
with a full range of services expected of a recreational resort. These
services include a store, video arcade, Laundromat, recreational vehicle
repair, RV parts shop and an RV storage operation.

The Corporation is authorized to issue 1,800 shares, of one class, all with
equal voting rights and all being without par value. Transfers of shares are
restricted by Company bylaws. One such restriction is that transferees must
acquire shares with intent to hold the same for the purpose of enjoying
camping rights and other benefits to which a shareholder is entitled. Each
share of stock is intended to provide the shareholder with the opportunity for
45 days of free site use per year. However, if the Corporation is unable to
generate sufficient funds from the public, the Company may be required to
charge shareholders for services.

Management is charged with the task of developing sufficient funds to operate
the Resort through site sales to general public guests by allocating a minimum
of 175 sites to general public use and allocating a maximum of 225 sites for
shareholder free use. The other service centers are expected to generate
sufficient revenue to support themselves and/or produce a profit.

Certain information included herein contains statements that may be considered
forward-looking statements, such as statements relating to anticipated
expenses, capital spending and financing sources. Such forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking statements made
herein. These risks and uncertainties include, but are not limited to, those
relating to competitive industry conditions, California tourism and weather
conditions, dependence on existing management, leverage and debt service, the
regulation of the recreational vehicle industry, domestic or global economic
conditions and changes in federal or state tax laws or the administration of
such laws.

CURRENT OPERATING PLANS
The Board of Directors continues its previously established policy by adopting
a stringent conservative budget for fiscal year 2009, which projects a
positive cash flow of approximately $1,212,112 from operations. While the
Company projects a positive cash flow, this cannot be assured for fiscal year
2009.

FINANCIAL CONDITION
The business of the Company is seasonal and is concentrated on prime days of
the year which are defined as follows: President's Day Weekend, Easter week,
Memorial Day Weekend, summer vacation months, Labor Day, Thanksgiving Weekend,
and Christmas vacation. There are no known trends which affect business or
affect revenue.


                                      9


<page>
------------------------------------------------------------------------------

The Company develops its income from two sources: (a) Resort Operations,
consisting of revenues generated from RV site rentals, from RV storage space
operations, and from lease revenues from Laundromat and arcade operations by
third party lessees; and (b) Retail Operations, consisting of revenues from
general store operations and from RV parts and service operations.

With the purchase of a new storage property in February 2006 in Arroyo Grande,
the Company secured permanent financing. The loan was refinanced in April 2006
and consolidated with a note for the purchase of another storage lot in
Oceano. The Company continues its policy to adopt conservative budgets with
managed capital outlays.

The Company has arranged a $500,000 line of credit that is currently not drawn
on. Besides the financing referenced in the previous paragraph, the Company
has no other liabilities to creditors other than current accounts payable
arising from its normal day-to-day operations and advance Resort rental
reservation deposits, none of which are in arrears.

LIQUIDITY
The Company's policy is to use its ability to generate operating cash flow to
meet its expected future needs for internal growth. The Company has continued
to maintain sufficient cash so as to not require the use of a short-term line
of credit during the off-season period, and the Company expects to be able to
do so (although no assurance of continued cash flow can be given).

Net cash provided by operating activities totaled $621,900 in 2008, compared
to $1,020,650 in 2007, due to decreased net income, increase in prepaid income
taxes, and increase in income taxes payable.

During Fiscal Year 2008, cash investments of $3,469,043 included purchasing
19.55 acres to develop as RV storage, upgrading thirty-two RV campsites, road
paving, new awnings in the resort's Square area, mini-golf upgrade, and rental
bikes. During Fiscal Year 2007, cash investments of $574,516 included
reconstruction of thirty-four RV campsites, expansion of the General Store,
renovation of the pool restrooms, and the installation of a pedestrian gate on
the north side of the resort. As of September 30, 2008, the Company carried a
debt of $5,022,756 as a result of acquiring the three RV storage properties.

The Company has continued to maintain sufficient cash from operations to not
require the addition of long-term debt. However, with the purchase of the new
RV storage properties in 2006, and subsequently in 2008, long-term financing
was acquired from a lending institution. Additional financing activities
included repurchasing ten shares of Pismo Coast Village stock for $280,000.
With the possibility of requiring additional funds for planned capital
improvements and the winter season, the Company maintains a $500,000 Line of
Credit to insure funds will be available if required. In anticipation of
future large projects, the Board of Directors has instructed management to
build operational cash balances.

Fiscal Year 2008's current ratio (current assets to current liabilities) of
1.14 decreased from Fiscal Year 2007's current ratio of 1.41. The decrease in
current ratio is the result of a decrease in cash and cash equivalents,
increased current portion of long-term debt, and an increase in rental
deposits and accounts payable.

Working Capital decreased to $218,241 at the end of Fiscal Year 2008, compared
with $527,582 at year end Fiscal Year 2007. This decrease is primarily a
result of decreased net income and use of cash for purchase of RV storage
property, repurchase of Company shares, and payment of income taxes.


                                      10


<page>
------------------------------------------------------------------------------

CAPITAL RESOURCES AND PLANNED EXPENDITURES
The Company plans capital expenditures up to $1,280,000 in Fiscal Year 2009 to
further enhance the Resort facilities and services. This would include
renovation of fifty-one campsites, electrical switchgear upgrade, road paving,
pool area renovation, a new tow vehicle, and development of a new RV storage
property. Funding for these projects is expected to be from normal operating
cash flows and, if necessary, supplemented with outside financing. These
capital expenditures are expected to increase the Resort's value to its
shareholders and the general public.

RESULTS OF OPERATIONS

YEAR TO YEAR COMPARISON

Revenue: Operating revenue, interest and other income increased over the prior
fiscal year ended September 30, 2007, by $178,824, or 3.3%.

<TABLE>
<CAPTION>
                      REVENUE BY SEGMENT
                      ------------------

                             2008                 2007
                          ----------           ----------
<S>                       <C>                  <C>
OCCUPANCY
---------
% of Shareholder Site Use      24.0%                23.6%
% of Paid Site Rental          52.6%                52.5%
% Total Site Occupancy         76.7%                76.1%
% of Storage Rental            95.1%                86.0%
 Average Paid Site        $    41.17           $    40.33

RESORT OPERATIONS
-----------------
Site Rental               $3,165,027           $3,093,399
Storage Operations         1,117,443            1,041,709
Support Operations           161,685              167,897
                          ----------           ----------
  Total                    4,444,155            4,303,005

RETAIL OPERATIONS
-----------------
Store                        714,450              676,055
RV Repair/Parts store        425,451              408,646
                          ----------           ----------
  Total                    1,139,901            1,084,701

INTEREST INCOME               10,278               15,184
OTHER INCOME                     -                 12,620
                          ----------           ----------
TOTAL REVENUE             $5,594,334           $5,415,510
                          ==========           ==========
</TABLE>

Occupancy rates on the previous table are calculated based on the quantity
occupied as compared to the total sites available for occupancy (i.e., total
occupied to number of total available). Average paid site is based on site
revenue and paid sites. Resort support operations include revenues received
from the arcade, Laundromat, recreational activities, and other less
significant sources.

2008 COMPARED WITH 2007
Resort operations income increased $141,150, or 3.3%, primarily due to site
rental and storage activity. Site occupancy and a summer prime-time rate
increase added $75,090, or 2.4%, more site revenue than the previous year. RV
storage and spotting activity added $75,733, or 7.3%, over the previous year.


                                      11


<page>
------------------------------------------------------------------------------

The increase in RV storage activity is a reflection of additional business
following the Company's purchase of more storage property in 2006. Occupancy
projections for site rental and RV storage continue to look strong as the
local region enjoys mild weather and an ongoing positive trend of outdoor
recreation and camping.

Retail operations income increased $55,200, or 5.1%, due to a $38,395, or
5.7%, increase in the General Store business. Additionally, the RV Service
operation contributed $16,805, or 4.1%, over the previous year. This increase
in retail activity is a reflection on management's efforts to stock more
appropriate items, more effectively merchandise, and pay greater attention to
customer service.

Interest and Other Income decreased $17,526, or 63%, below the previous year
as a result of current financial institution trends of reduced interest rates,
decreased cash and cash equivalents throughout most of the year, and the
receipt of casualty income in the prior year. Reserves are maintained in
preparation for capital expenditure projects to improve the Resort's
facilities and services. Significant cash was used to repurchase Pismo Coast
Village stock, purchase storage property, and pay income taxes.

Operating Expenses increased $231,916, or 6.8%, as a result of labor and
payroll associated expenses, utilities, property repairs and maintenance,
vehicle operation and maintenance, accounting, and advertising. Maintaining
the conservative approach, most expense items were managed well below Plan and
in many categories below the previous year. The Board of Directors has
directed management to continue maintenance projects as needed to provide a
first class resort for campers using recreational vehicles.

Depreciation Expense increased 1.2% due to the Company's investment in resort
improvements.

Interest Expense increased from $188,703 in Fiscal Year 2007 to $200,844 in
2008. This increase was due to financing the new RV storage properties through
a local lending institution.

Casualty Income, as referenced on the Statement of Operations for Fiscal Year
2007, reflects insurance disbursements not yet expended following a fire
damaging the resort's maintenance building November 12, 2006.

Income before provision for income taxes of $835,024, a 14.8% decrease below
last year, is reflective of the Company's increase in operating expenses,
interest expense, cost of goods sold, and a $31,692 loss on disposal of
assets.

Net income of $449,332 for Fiscal Year 2008 shows a decrease of $72,101, or
13.8%, below a net income of $521,433 the previous year. This decrease in net
income is a reflection of increased operational and inventory costs.

INFLATION has not had a significant impact on our profit position. The Company
has increased rates which have more than compensated for the rate of
inflation.

FUTURE OPERATING RESULTS could be unfavorably impacted to the extent that
changing prices result in lower discretionary income for customers and/or
increased transportation costs to the Resort. In addition, increasing prices
affects operations and liquidity by raising the replacement cost of property
and equipment.


                                      12


<page>
------------------------------------------------------------------------------

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS:
A number of factors, many of which are common to the lodging industry and
beyond our control, could affect our business, including the following:

* increased gas prices;

* increased competition from other resorts in our market;

* increases in operating costs due to inflation, labor costs, workers'
compensation and healthcare related costs, utility costs, insurance and
unanticipated costs such as acts of nature and their consequences and other
factors that may not be offset by increased rates;

* changes in interest rates and in the availability, cost and terms of debt
financing;

* changes in governmental laws and regulations, fiscal policies and zoning
ordinances and the related costs of compliance with laws and regulations,
fiscal policies and ordinances;

* adverse effects of market conditions, which may diminish the desire for
leisure travel; and

* adverse effects of a downturn in the leisure industry.

The leisure and travel business is seasonal and seasonal variations in revenue
at our resort can be expected to cause quarterly fluctuations in our revenue.

Our revenue is generally highest in the third and fourth quarters. Quarterly
revenue also may be harmed by events beyond our control, such as extreme
weather conditions, terrorist attacks or alerts, contagious diseases, economic
factors and other considerations affecting travel. To the extent that cash
flow from operations is insufficient during any quarter due to temporary or
seasonal fluctuations in revenue, we have to rely on our short-term line of
credit for operations.

In the recent past, events beyond our control, including an economic slowdown
and terrorism, harmed the operating performance of the leisure industry
generally, and if these or similar events occur again, our operating and
financial results may be harmed by declines in average daily rates or
occupancy.

Carrying our outstanding debt may harm our business and financial results by:

* requiring us to use a substantial portion of our funds from operations to
make required payments on principal and interest, which will reduce the amount
of cash available to us for our operations and capital expenditures, future
business opportunities and other purposes;

* making us more vulnerable to economic and industry downturns and reducing
our flexibility in responding to changing business and economic conditions;

* limiting our ability to borrow more money for operations, capital
expenditures or to finance acquisitions in the future; and

* requiring us to sell one or more properties, possibly on disadvantageous
terms, in order to make required payments of interest and principal.

Our resort has a need for ongoing renovations and potentially significant
capital expenditures in connection with improvements, and the costs of such
renovations or improvements may exceed our expectations.


                                      13


<page>
------------------------------------------------------------------------------

Occupancy and the rates we are able to charge are often affected by the
maintenance and capital improvements at a resort, especially in the event that
the maintenance of improvements are not completed on schedule, or if the
improvements result in the closure of the General Store or a significant
number of sites. The costs of capital expenditures we need to make could harm
our financial condition and reduce amounts available for operations. These
capital improvements may also give rise to additional risks including:

* construction cost overruns and delays;

* a possible shortage of available cash to fund capital improvements and the
related possibility that financing of these expenditures may not be available
to us on favorable terms;

* uncertainties as to market demand or a loss of market demand after capital
improvements have begun;

* disruption in service and site availability causing reduced demand,
occupancy, and rates; and

* possible environmental issues.

We rely on our executive officers, the loss of whom could significantly harm
our business.

Our continued success will depend to a significant extent on the efforts and
abilities of our C.E.O. and General Manager, Jay Jamison. Mr. Jamison is
important to our business and strategy and to the extent that were he to
depart and is not replaced with an experienced substitute, Mr. Jamison's
departure could harm our operations, financial condition and operating
results.

Uninsured and underinsured losses could harm our financial condition, and
results of operations.

Various types of catastrophic issues, such as losses due to wars, terrorist
acts, earthquakes, floods, pollution or environmental matters, generally are
either uninsurable or not economically insurable, or may be subject to
insurance coverage limitations, such as large deductibles or co-payments. Our
resort is located on the coast of California, which has been historically at
greater risk to certain acts of nature (such as severe storms, fires and
earthquakes).

In the event of a catastrophic loss, our insurance coverage may not be
sufficient to cover the full current market value or replacement cost of our
lost properties. Should an uninsured loss or a loss in excess of insured
limits occur, we could lose all or a portion of the capital we have invested
in the resort, as well as the anticipated future revenue from the resort. In
that event, we might nevertheless remain obligated for any notes payable or
other financial obligations related to the property. Inflation, changes in
building codes and ordinances, environmental considerations and other factors
might also keep us from using insurance proceeds to replace or renovate the
resort after it has been damaged or destroyed. Under these circumstances, the
insurance proceeds we receive might be inadequate to restore our economic
position on the damaged or destroyed property.

ITEM. 7 FINANCIAL STATEMENTS


                                      14


<page>
------------------------------------------------------------------------------

                       REPORT OF INDEPENDENT REGISTERED
                       --------------------------------
                            PUBLIC ACCOUNTING FIRM
                            ----------------------



To the Board of Directors and
Stockholders of Pismo Coast Village, Inc.
Pismo Beach, California

We have audited the accompanying balance sheets of Pismo Coast Village, Inc.
(a California corporation) as of September 30, 2008 and 2007, and the related
statements of income and retained earnings and cash flows for the years then
ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pismo Coast Village, Inc. as
of September 30, 2008 and 2007, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.


                                       BROWN ARMSTRONG PAULDEN
                                       McCOWN STARBUCK THORNBURGH & KEETER
                                       ACCOUNTANCY CORPORATION


Bakersfield, California
November 14, 2008


                                      15


<page>
------------------------------------------------------------------------------

<TABLE>
                           PISMO COAST VILLAGE, INC.
                           -------------------------
                                BALANCE SHEETS
                                --------------
                          SEPTEMBER 30, 2008 AND 2007
                          ---------------------------

<CAPTION>
                                                     2008           2007
                                                  -----------    -----------
                                    ASSETS
                                    ------
<S>                                               <C>            <C>
Current Assets
--------------
Cash and cash equivalents                         $ 1,253,540    $ 1,585,341
Investment in certificate of deposit                   93,819          4,867
Accounts receivable                                    43,298         35,243
Inventory                                             116,967        109,286
Current deferred taxes                                 63,400         62,500
Prepaid income taxes                                  189,800            -
Prepaid expenses                                       19,441         24,405
                                                  -----------    -----------
 Total current assets                               1,780,265      1,821,642

Pismo Coast Village Recreational
--------------------------------
 Vehicle Resort and Related Assets - Net           13,227,167     10,084,279
 ---------------------------------------

Other Assets                                           40,236         19,976
------------                                      -----------    -----------
 Total Assets                                     $15,047,668    $11,925,897
                                                  ===========    ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

Current Liabilities
-------------------
Accounts payable and accrued liabilities          $   178,270    $   122,010
Accrued salaries and vacation                         155,041        157,464
Rental deposits                                       784,152        763,143
Income taxes payable                                                  79,100
Current portion of long-term debt                      68,004        172,343
                                                  -----------    -----------
 Total current liabilities                          1,185,467      1,294,060

Long-Term Liabilities
---------------------
Long-term deferred taxes                              336,200        263,800
N/P Santa Lucia Bank                                4,954,752      1,966,120
                                                  -----------    -----------
 Total Liabilities                                  6,476,419      3,523,980
                                                  -----------    -----------

Stockholders' Equity
--------------------
Common stock - no par value, 1,800 shares
 issued, 1,790 shares outstanding                   5,616,332      5,647,708
Retained earnings                                   2,954,917      2,754,209
                                                  -----------    -----------
 Total stockholders' equity                         8,571,249      8,401,917
                                                  -----------    -----------
 Total Liabilities and
 Stockholders' Equity                             $15,047,668    $11,925,897
                                                  ===========    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      16


<page>
------------------------------------------------------------------------------

<TABLE>
                           PISMO COAST VILLAGE, INC.
                           -------------------------
                  STATEMENTS OF INCOME AND RETAINED EARNINGS
                  ------------------------------------------
                    YEARS ENDED SEPTEMBER 30, 2008 AND 2007
                    ---------------------------------------

<CAPTION>
                                                      2008        2007
                                                   ----------  ----------
<S>                                                <C>          <C>
Income
------
Resort operations                                  $4,444,155  $4,303,005
Retail operations                                   1,139,901   1,084,701
                                                   ----------  ----------
 Total income                                       5,584,056   5,387,706
                                                   ----------  ----------

Costs and Expenses
------------------
Operating expenses                                  3,648,400   3,416,484
Cost of goods sold                                    583,912     539,295
Depreciation                                          294,462     291,095
                                                   ----------  ----------
 Total costs and expenses                           4,526,774   4,246,874
                                                   ----------  ----------

Income from operations                              1,057,282   1,140,832

Other Income (Expense)
----------------------
Interest/dividend income                               10,278      15,184
Interest expense                                     (200,844)   (188,703)
Loss on Disposal of Assets                            (31,692)        -
Casualty income                                           -        12,620
                                                   ----------  ----------
 Total other income (expense)                        (222,258)   (160,899)
                                                   ----------  ----------

Income Before Provision
-----------------------
 for Income Taxes                                     835,024     979,933
 ----------------

Income Tax Expense                                    385,692     458,500
------------------                                 ----------  ----------

Net Income                                            449,332     521,433
----------

Retained Earnings -
-------------------
 Beginning of Year                                  2,754,209   2,232,776
 -----------------
                                                   ----------  ----------

Redemption of Stock                                  (248,624)
-------------------

Retained Earnings -
-------------------
 End of Year                                       $2,954,917  $2,754,209
 -----------                                       ==========  ==========

Net Income Per Share                               $   251.02  $   289.69
--------------------                               ==========  ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      17


<page>
------------------------------------------------------------------------------

<TABLE>
                           PISMO COAST VILLAGE, INC.
                           -------------------------
                           STATEMENTS OF CASH FLOWS
                           ------------------------
                    YEARS ENDED SEPTEMBER 30, 2008 AND 2007
                    ---------------------------------------

<CAPTION>
                                                       2008        2007
                                                    ----------  ----------
<S>                                                 <C>         <C>
Cash Flows From Operating Activities
------------------------------------
Net income                                          $  449,332  $  521,433
Adjustments to reconcile net income
 to net cash provided by operating activities:
Depreciation                                           294,462     291,095
Deferred income tax                                     71,500      (6,200)
Loss on disposal of fixed assets                        31,692         -
(Increase) in accounts receivable                       (8,055)    (33,519)
(Increase) in inventory                                 (7,681)    (12,081)
Decrease in prepaid expenses                             4,964      46,400
(Increase) in prepaid income taxes                    (189,800)        -
(Increase) decrease in other assets                    (20,260)      9,299
Increase in accounts payable
 and accrued liabilities                                56,260      16,757
(Decrease) in accrued salaries and vacation             (2,423)     (3,322)
Increase in rental deposits                             21,009     149,188
Increase (decrease) in income taxes payable            (79,100)     41,600
                                                    ----------  ----------
 Total adjustments                                     172,568     499,217
                                                    ----------  ----------
Net cash provided by operating
 activities                                            621,900   1,020,650
                                                    ----------  ----------

Cash Flows From Investing Activities
------------------------------------
Maturities of certificate of deposit                     4,867     102,484
Investment in certificate of deposit                   (93,819)     (4,867)
Capital expenditures                                (3,469,043)   (574,516)
                                                    ----------  ----------
 Net cash used in investing activities              (3,557,995)   (476,899)
                                                    ----------  ----------

Cash Flows From Financing Activities
------------------------------------
Redemption of stock                                   (280,000)        -
Borrowings on long-term debt                         2,916,795         -
Principal repayments of note payable                   (32,501)    (25,510)
                                                    ----------  ----------
 Net cash provided by/(used in)
  financing activities                               2,604,294     (25,510)
                                                    ----------  ----------
Net increase (decrease) in cash
 and cash equivalents                                 (331,801)    518,241

Cash and Cash Equivalents -
---------------------------
 Beginning of Year                                   1,585,341   1,067,100
 -----------------                                  ----------  ----------

Cash and Cash Equivalents -
---------------------------
 End of Year                                        $1,253,540  $1,585,341
 -----------                                        ==========  ==========

Schedule of Payments of Interest and Taxes
------------------------------------------
Cash paid for income tax                            $  460,000  $  284,055
Cash paid for interest                              $  200,844  $  188,703
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      18


<page>
------------------------------------------------------------------------------

                           PISMO COAST VILLAGE, INC.
                           -------------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                          SEPTEMBER 30, 2008 AND 2007
                          ---------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------


A.  Nature of Business
    ------------------
Pismo Coast Village, Inc. (Company) is a recreational vehicle camping resort.
Its business is seasonal in nature with the fourth quarter, the summer, being
its busiest and most profitable.

B.  Inventory
    ---------
Inventory has been valued at the lower of cost or market on a first-in,
first-out basis. Inventory is comprised primarily of goods in the general
store and parts in the RV shop.

C.  Depreciation and Amortization
    -----------------------------
Depreciation of property and equipment is computed using straight line method
based on the cost of the assets, less allowance for salvage value, where
appropriate. Depreciation rates are based upon the following estimated useful
lives:

<TABLE>
<CAPTION>
           <S>                                         <C>
           Building and park improvements              5 to 40 years
           Furniture, fixtures, equipment and
              leasehold improvements                   3 to 31.5 years
           Transportation equipment                    5 to 10 years
</TABLE>

D.  Earnings Per Share
    ------------------
The earnings per share are based on the 1,790 shares issued and outstanding.
The financial statements report only basic earnings per share, as there are no
potentially dilutive shares outstanding.

E.  Cash and Cash Equivalents
    -------------------------
For purposes of the statements of cash flows, the Company considers all highly
liquid investments including certificates of deposit with maturities of three
months or less when purchased, to be cash equivalents.

F.  Concentration of Credit Risk
    ----------------------------
At September 30, 2008, the Company had cash deposits in excess of the $100,000
federally insured limit with Santa Lucia Bank of $1,164,958, however, the
Company has an Excess Deposit Insurance Bond which secures deposits up to
$1,500,000.


                                      19


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 2
------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------

G.  Use of Estimates
    ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Company to make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results could differ from those
estimates. The Company's most significant estimates include estimated life of
long-lived assets, deferred tax assets and liabilities, and income tax
expense.

H.  Revenue and Cost Recognition
    ----------------------------
The Company's revenue is recognized on the accrual basis as earned based on
the date of stay. Expenditures are recorded on the accrual basis whereby
expenses are recorded when incurred, rather than when paid.

I.  Advertising
    -----------
The Company follows the policy of charging the costs of non-direct response
advertising to expense as incurred. Advertising expense was $60,866 and
$52,879 for the years ended September 30, 2008 and 2007, respectively.

J.  Income Taxes
    ------------
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Accordingly, deferred tax assets and
liabilities are determined based on the temporary differences between the
financial statements and tax bases of assets and liabilities, using enacted
tax rates in effect for the year in which the differences are expected to
reverse.

K.  New Accounting Pronouncements
   ------------------------------

"Standards Adopted:"

On July 13, 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation 48 (FIN 48), Accounting for Uncertainty in Income Taxes: an
interpretation of FASB Statement No. 109. FIN 48 clarifies SFAS No. 109,
Accounting for Income Taxes, to indicate a criterion that an individual tax
position would have to meet for some or all of the income tax benefit to be
recognized in a taxable entity's financial statements. Under the guidelines of
the Interpretation, an entity should recognize the financial statement benefit
of a tax position if it determines that it is more likely than not that the
position will be sustained on examination. The term "more likely than not"
means "a likelihood of more than 50 percent." In assessing whether the more-
likely-than-not criterion is met, the entity should assume that the tax
position will be reviewed by the applicable taxing authority.

FIN 48 is effective for fiscal years beginning after December 15, 2006. The
Company has adopted the new Interpretation for the fiscal year beginning
October 1, 2007.


                                      20


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 3
------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------

New Accounting Pronouncements (Continued)
-----------------------------------------
In September 2006, the FASB issued SFAS 157, "Fair Value Measurements". SFAS
157 defines fair value, establishes a framework for measuring fair value under
GAAP, and expands disclosures about fair value measurements. SFAS 157
emphasizes that fair value is a market-based measurement, not an entity-
specific measurement, and states that a fair value measurement should be
determined based on assumptions that market participants would use in pricing
the asset or liability. The Company has adopted the new standard beginning the
first quarter of 2008.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and liabilities - Including an amendment of FASB statement
No. 115" SFAS 159 permits entities to choose to measure certain financial
assets and liabilities at fair value (the "fair value option"). Unrealized
gains and losses, arising subsequent to adoption, are reported in earnings.
The Company has adopted the new standard beginning the first quarter of 2008.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations,
which expands the information that a reporting entity provides in its
financial reports about a business combination and its effects. This Statement
establishes principles and requirements for how the acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree,
recognized and measures the goodwill acquired in the business combination or a
gain form a bargain purchase, and determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This Statement applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. An entity may not apply it before that date. We may experience a
financial statement impact depending on the nature and extent of any new
business combinations entered into after the effective date of SFAS No. 14
(R); however, none are expected at this time.

In December 2007, FASB issued SFAS No. 160, which amends Accounting Research
Bulletin (ARB) No. 51 and (1) establishes standards of accounting and
reporting on noncontrolling interests in consolidated statements, (2) provides
guidance on accounting for changes in the parent's ownership interest in a
subsidiary, and (3) establishes standards of accounting of the deconsolidation
of a subsidiary due to the loss of control. The amendments to ARB No. 51 made
by SFAS No. 160 are effective for fiscal years (and interim period within
those years) beginning on or after December 15, 2008. The Company does not
expect the adoption of this statement to have an impact on its financial
statements.

In January 2008, the SEC issued Staff Accounting Bulletin (SAB) No. 110, which
amends SAB No. 107. In March 2005, the SEC issued Staff Accounting Bulletin
(SAB) No. 107 in which, among other matters, the Staff expressed its views
regarding the valuation of share-based payment arrangements. Specifically, SAB
No. 107 provided a simplified approach for estimating the expected term of a
"plain vanilla" option, which is required for application of the Black-
Scholes-Merton model (and other models) for valuing share options. At this
time, the Staff acknowledged that, for companies choosing not to rely on


                                      21


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 4
------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------

New Accounting Pronouncements (Continued)
-----------------------------------------
their own historical option exercise data information about exercise patterns
with respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted
use of a simplified approach for estimating the term of plain vanilla options
granted on or before March 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data do become widely
available. The Company does not expect the effects of this bulletin to have
any affect on its financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133,
which changes the disclosure requirements for derivative instruments and
hedging activities. Enhanced disclosures are required to provide information
about (a ) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. The Company does
not expect the effects of this bulletin to have any affect on its financial
statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles, which identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles (GAAP) in the United
States of America (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. We do not expect the adoption of
SFAS 162 to have a material effect on our financial statements or related
disclosures.

In September 2008, the Financial Accounting Standards Board (FASB) issued FASB
Staff Positions (FSP) No. 133-1 and FIN 45-4 to amend SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, to require disclosures by
sellers of credit derivatives, including credit derivatives embedded in a
hybrid instrument. This FSP also amends FASB Interpretation No.45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, to require an additional disclosure
about the current status of the payment/performance risk of a guarantee.
Further, this FSP clarifies the FASB's intent about the effective date of FASB
Statement No. 161, Disclosures about Derivative Instruments and Hedging
Activities. We do not expect the adoption of this FSP to have a material
effect on our financial statements and related disclosures. This FSP is
effective for financial statements issued for reporting periods (annual or
interim) ending after November 15, 2008, with early application encouraged.


                                      22


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 5
------


NOTE 2 - PISMO COAST VILLAGE RECREATIONAL VEHICLE RESORT AND RELATED ASSETS
---------------------------------------------------------------------------

At September 30, 2008 and 2007, property and equipment included the following:

<TABLE>
<CAPTION<
                                                 2008          2007
                                             -----------   -----------
      <S>                                    <C>           <C>
      Land                                   $ 9,994,935   $ 6,894,935
      Building and park improvements           8,612,821     8,628,387
      Furniture, fixtures, equipment
        and leasehold improvements               812,969       593,794
      Transportation equipment                   422,938       425,936
      Construction in progress                    98,723        75,680
                                             -----------   -----------
                                              19,942,386    16,618,732
      Less: accumulated depreciation          (6,715,219)   (6,534,453)
                                             -----------   -----------
                                             $13,227,167   $10,084,279
                                             ===========   ===========
</TABLE>

NOTE 3 - LINE OF CREDIT
-----------------------

The Company has a revolving line of credit for $500,000 with Santa Lucia Bank,
expiring March 2009. The interest rate is variable at one percent over West
Coast Prime with an initial rate of 5.25 percent and an interest rate of 6.25
percent at September 30, 2008. The purpose of the line of credit is to augment
operating cash needs in off-season months. There were no outstanding amounts
as of September 30, 2008 or 2007.

NOTE 4 - NOTE PAYABLE
---------------------

The Company secured permanent financing on the purchase of storage lot land in
Arroyo Grande with Santa Lucia Bank. The loan was refinanced on April 6, 2006
and consolidated with a note for the purchase of another storage lot in
Oceano, California. The total loan currently outstanding is $2,105,961 and was
financed over a period of ten years at a variable interest rate currently at
5.5%. The lot in Oceano was formerly leased for $4,800 per month and was
purchased for $925,000. The payments are currently $13,422 per month interest
and principal. The Company also secured permanent financing on the purchase of
another storage lot in Arroyo Grande with Santa Lucia Bank. The loan
originated on May 8, 2008. The total loan currently outstanding is $2,916,795
and financed over a period of ten years at a variable interest rate currently
at 5.5%. The payments are currently $13,186 per month interest only.

Principal payments of the note payable are as follows:

<TABLE>
<CAPTION>
            Year Ending September 30,
            -------------------------
            <S>                                 <C>
                      2009                      $   68,004
                      2010                         103,590
                      2011                         109,439
                      2012                         114,891
                      2013                         122,107
                   Thereafter                    4,504,725
                                                ----------
                                                $5,022,756
                                                ==========
</TABLE>


                                      23


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 6
------


NOTE 5 - COMMON STOCK
---------------------

Each share of stock is intended to provide the shareholder with a maximum free
use of the park for 45 days per year. If the Company is unable to generate
sufficient funds from the public, the Company may be required to charge
shareholders for services.

A shareholder is entitled to a pro rata share of any dividends as well as a
pro rata share of the assets of the Company in the event of its liquidation or
sale. The shares are personal property and do not constitute an interest in
real property. The ownership of a share does not entitle the owner to any
interest in any particular site or camping period.

The Company redeemed 10 shares of Common stock from a single shareholder in
the second quarter of the current fiscal year for $280,000. At this time the
stock has not been retired.

NOTE 6 - INCOME TAXES
---------------------

The provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                      2008           2007
                                    --------       --------
            <S>                     <C>            <C>
            Current:
             Federal                $262,492       $366,400
             State                    86,400         98,300
                                    --------       --------
                                     348,892        464,700
            Deferred:
             Federal                  37,200         (7,600)
             State                      (400)         1,400
                                    --------       --------
                                    $385,692       $458,500
                                    ========       ========
</TABLE>

The deferred tax assets (liabilities) are comprised of the following:

<TABLE>
<CAPTION>
                                         2008                  2007
                                 --------------------   --------------------
                                  Current   Long-term    Current   Long-term
                                 ---------  ---------   ---------  ---------
   <S>                           <C>        <C>         <C>        <C>
   Deferred tax assets:
    Federal                      $  59,200  $           $  59,200  $
    State                            4,200                  3,300
   Deferred tax liabilities:
    Federal                                  (292,200)              (222,200)
    State                                     (44,200)               (41,600)
                                 ---------  ---------   ---------  ---------
                                 $  63,400  $(336,200)  $  62,500  $(263,800)
                                 =========  =========   =========  =========
</TABLE>


                                      24


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 7
------


NOTE 6 - INCOME TAXES (Continued)
---------------------------------
The deferred tax assets (liabilities) consist of the following temporary
differences:

<TABLE>
<CAPTION>
                                                2008        2007
                                             ---------   ---------
   <S>                                       <C>         <C>
   Depreciation                              $(336,200)  $(263,800)
                                             ---------   ---------
     Total gross deferred
      tax liabilities                         (336,200)   (263,800)
                                             ---------   ---------
   Vacation accrual                             20,400      16,100
   Federal benefit of state taxes               43,000      46,400
                                             ---------   ---------
      Total gross deferred tax assets           63,400      62,500
                                             ---------   ---------
                                             $(272,800)  $(201,300)
                                             =========   =========
</TABLE>

The effective income tax rate varies from the statutory federal income tax
rate as follows:

<TABLE>
<CAPTION>
                                                             2008    2007
                                                             -----   -----
   <S>                                                       <C>     <C>
   Statutory federal income tax rate                         34.0%   34.0%
   Increase (decrease):
     State income taxes, net of federal benefit               6.8     6.7
     Nondeductible variable costs of shareholder usage        5.4     4.6
     Other miscellaneous adjustments                         (0.1)    1.5
                                                             -----   -----
     Effective Income Tax Rate                               46.1%   46.8%
                                                             =====   =====
</TABLE>

The Company uses the asset-liability method of computing deferred taxes in
accordance with Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that if income is
expected for the entire year, but there is a net loss to date, a tax benefit
is recognized based on the annual effective tax rate. The Company has not
recorded a valuation allowance for deferred tax assets since the benefit is
expected to be realized in the following year.

The difference between the effective tax rate and the statutory tax rates is
due primarily to the effects of the graduated tax rates, state taxes net of
the federal tax benefit, nondeductible variable costs of shareholder usage and
other adjustments.


                                      25


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 8
------


NOTE 6 - INCOME TAXES (Continued)
---------------------------------
The Company records uncertain income tax positions in accordance with FASB
Interpretation 48, "Accounting for Uncertain Tax Positions" (FIN 48), which
clarifies SFAS 109. FIN 48 requires, among other things, the recognition and
measurement of tax positions based on a "more likely than not" (likelihood
greater than 50%) approach. As of September 30, 2008, the Company did not
maintain any tax positions that did not meet the "more likely than not"
threshold and, accordingly, all tax positions have been fully recorded in the
provision for income taxes. It is the policy of the Company to consistently
classify interest and penalties associated with income tax expense separately
from the provision for income taxes. No interest or penalties associated with
income taxes have been included in this calculation, or separately in the
Statement of Operations and Retained Earnings, and no significant increases or
decreases are expected within the following twelve-month period. Although the
Company does not maintain any uncertain tax positions, tax returns remain
subject to examination by the Internal Revenue Service for fiscal years ending
on or after September 30, 2004 and by the California Franchise Tax Board for
fiscal years ending on or after September 30, 2003.

NOTE 7 - OPERATING LEASES
-------------------------

The Company leases two pieces of property to use as storage lots. One is
leased under a seven-year agreement beginning March 1, 2008 for $4,802 based
on the Consumer Price Index.

The second lot is located in Oceano, California and is leased at $2,933 per
month. The lease has converted to a month-to-month lease; however, the lessor
is considering a long-term renewal at this time.

The Company has a five-year lease obligation for a copier. Rental expense
under this operating lease is $432 per month.

Future minimum lease payments under the second property lease and the
obligation to lease equipment are as follows:

<TABLE>
<CAPTION>
           Year Ended September 30,
           ------------------------
           <S>                             <C>
                     2009                  $ 62,808
                     2010                    62,808
                     2011                    62,808
                     2012                    61,512
                     2013                    57,624
                  Thereafter                 24,010
                                           --------
                                           $331,570
                                           ========
</TABLE>

Rent expense under these agreements was $93,815 and $91,263 for the years
ended September 30, 2008 and 2007, respectively.

NOTE 8 - EMPLOYEE RETIREMENT PLANS
----------------------------------

The Company is the sponsor of a 401(k) profit sharing pension plan, which
covers substantially all full-time employees. Employer contributions are
discretionary and are determined on an annual basis. The contribution to the
pension plan, for the years ended September 30, 2008 and 2007, is $44,818 and
$38,972, respectively.


                                      26


<page>
------------------------------------------------------------------------------

PISMO COAST VILLAGE, INC.
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2008 AND 2007
---------------------------
PAGE 9
------


NOTE 9 - OPERATING EXPENSES
---------------------------

Operating expenses for the years ended September 30, 2008 and 2007 consisted
of the following:

<TABLE>
<CAPTION>
                                             2008             2007
                                         -----------      -----------
          <S>                            <C>              <C>
          Administrative salaries        $   365,220      $   321,837
          Advertising and promotion           60,866           52,879
          Auto and truck expense             126,561           98,941
          Bad debts                               49              220
          Contract services                   70,868          115,119
          Corporation expense                 49,435           48,824
          Custodial supplies                  19,836           18,712
          Direct labor                     1,265,985        1,148,850
          Employee travel and training        20,834           22,786
          Equipment lease                      5,371            4,359
          Insurance                          330,146          329,188
          Miscellaneous                       43,623           44,516
          Office supplies and expense         59,046           63,426
          Payroll tax expense                144,051          122,146
          Payroll service                      8,801            7,162
          Pension plan match                  44,818           38,972
          Professional services               98,909           88,641
          Property taxes                     144,635          145,975
          Recreational supplies                8,621            6,749
          Rent - storage lots                 93,815           91,263
          Repairs and maintenance            132,458          123,263
          Retail operating supplies            9,018            7,131
          Security                             3,700            5,227
          Service charges                     96,355          101,450
          Taxes and licenses                  10,169            9,115
          Telephone                           33,605           31,388
          Uniforms                            17,235           14,934
          Utilities                          384,370          353,411
                                         -----------      -----------
           Total Operating Expenses      $ 3,648,400      $ 3,416,484
                                         ===========      ===========
</TABLE>

                                      27


<page>
------------------------------------------------------------------------------

                         INDEPENDENT AUDITOR'S REPORT
                         ----------------------------
                           ON ADDITIONAL INFORMATION
                           -------------------------



To the Board of Directors and
Stockholders of Pismo Coast Village, Inc.
Pismo Beach, California


Our report on our audits of the basic financial statements of Pismo Coast
Village, Inc. as of September 30, 2008 and 2007 appears on page 3. Those
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The statements of income (unaudited) for the
three months ended September 30, 2008 and 2007 are presented for purposes of
additional analysis and are not a required part of the basic financial
statements. Such information has not been subjected to the auditing procedures
applied in the audits of the basic financial statements, and accordingly, we
express no opinion on it.



                                       BROWN ARMSTRONG PAULDEN
                                       McCOWN STARBUCK THORNBURGH & KEETER
                                       ACCOUNTANCY CORPORATION


Bakersfield, California
November 14, 2008


                                      28


<page>
------------------------------------------------------------------------------

<TABLE>
                          PISMO COAST VILLAGE, INC.
                          -------------------------
                       STATEMENTS OF INCOME (UNAUDITED)
                       --------------------------------
                THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                ----------------------------------------------

<CAPTION>
                                               2008                 2007
                                            ----------           ----------
<S>                                         <C>                  <C>
Income
------
Resort operations                           $1,457,346           $1,432,891
Retail operations                              361,472              369,508
                                            ----------           ----------
 Total income                                1,818,818            1,802,399

Costs and Expenses
------------------
Operating expenses                           1,066,800              999,952
Cost of goods sold                             182,546              159,823
Depreciation                                    72,398               71,701
                                            ----------           ----------
 Total costs and expenses                    1,321,744            1,231,476
                                            ----------           ----------

Income from operations                         497,074              570,923

Interest income                                  2,011                3,254
Interest expense                               (69,731)             (47,647)
(Loss)/Gain on sale of fixed assets            (31,692)              12,620
                                            ----------           ----------
 Total other income (expense)                  (99,412)             (31,773)
                                            ----------           ----------

Income Before Provision For Income Taxes       397,662              539,150
----------------------------------------

Provision for Tax Expense                      239,892              254,800
-------------------------                   ----------           ----------

Net Income                                  $  157,770           $  284,350
----------                                  ----------           ==========

Earnings Per Share                          $    88.14           $   157.97
------------------                          ==========           ==========
</TABLE>


                                       29


<page>
------------------------------------------------------------------------------

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
        None.

ITEM 8A(T). CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange
Act is accumulated and communicated to management, including our principal
executive officer and our principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.

Our management, under the direction of our Chief Executive Officer and Chief
Financial Officer (who is our principal accounting officer), has evaluated the
effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of September 30, 2008 (the end of the period
covered by this report). Based on that evaluation, our principal executive
officer and our principal accounting officer concluded that these disclosure
controls and procedures were effective as of such date.

INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is also responsible for establishing internal control over
financial reporting ("ICFR") as defined in Rules 13a-I5(f) and 15(d)-15(f)
under the 1934 Act. Our ICFR are intended to be designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles. Our ICFR are expected to include
those policies and procedures that management believes are necessary that:

1.  pertain to the maintenance of records that, in reasonable detail,
    accurately and fairly reflect the transactions and dispositions of the
    assets of the Company;

2.  provide reasonable assurance that transactions are recorded as necessary
    to permit preparation of financial statements in accordance with generally
    accepted accounting principles, and that receipts and expenditures of the
    Company are being made only in accordance with authorizations of
    management and our directors; and

3.  provide reasonable assurance regarding prevention or timely detection of
    unauthorized acquisition, use or disposition of the Company's assets that
    could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect of financial
statement preparation and may not prevent or detect misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.


                                      30


<page>
------------------------------------------------------------------------------

As of September 30, 2008, management assessed the effectiveness of the
Company's internal control over financial reporting (ICFR) based on the
criteria for effective ICFR established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and SEC guidance on conducting such assessments by smaller
reporting companies and non-accelerated filers. Based on that assessment,
management concluded that, during the period covered by this report, such
internal controls and procedures were effective as of September 30, 2008.

This Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of
the SEC that permit us to provide only management's report in this Annual
Report.

There were no changes in our internal control over financial reporting during
the quarter ended September 30, 2008, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION
Inapplicable.


                                   PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

a. The Company's Directors were chosen at the Shareholder's Annual Meeting
held January 19, 2008. Director Nancy Brady resigned from the Board July 23,
2008. At the Board of Director's Meeting held September 20, 2008, shareholder
Wayne Hardesty was duly nominated and elected to fill the vacancy on the board
to serve until the next election at the Annual Shareholders' Meeting set for
January 17, 2009. In addition, at the Board of Director's Meeting held
September 20, 2008, Director Ed Figueroa resigned from the Board. At the
November 8, 2008 Board meeting, shareholder Garry Nelson was duly nominated
and elected to fill the vacancy on the board to serve until the next election
at the Annual Shareholder's Meeting set for January 17, 2009. The Directors
serve for one year, or until their successors are elected. The names, ages,
background and other information concerning the Directors, including other
offices held by the Directors with the Company, are set forth below.

The following is a list of the Company's Directors and Executive Officers
setting forth their functions and experience. There is no understanding or
agreement under which the Directors hold office.

LOUIS BENEDICT, Director                                               Age 81
Louis Benedict served in the U. S. Navy from 1944 to 1946, and again during
the Korean War, from 1952 to 1953. He attended the University of Southern
California, majoring in electrical engineering, and following that earned a
B. S. degree in electrical engineering at the University of Colorado. Mr.
Benedict was employed from 1957 to 1962 as a project engineering manager with
Lockheed Missiles and Space, from 1962 to 1964 as a vice president with
William A. Revelle Corporation, and from 1964 to 1966 as an engineering
section manager with Lockheed Missiles and Space. From 1966 to 1975 he was
employed as the director of subcontract administration with Litton Industries,
from 1975 to 1994 as vice president of contract administration for Datametrics
Corporation, and from 1994 until his retirement in 1998 as a consultant in the
field of U. S. defense contracts administration. Mr. Benedict has served on
the Board of Directors since November 2002.


                                      31


<page>
------------------------------------------------------------------------------

NANCY BRADY, Director                                                   Age 66
Nancy Brady was employed most recently as the operations manager for Walter
Mortensen Insurance from 1991 to 2002. Prior to that time, she and her husband
owned their own insurance agency. She holds the CPCU (Chartered Property and
Casualty Underwriter) designation along with the ARM (Associate in Risk
Management) degree. She is currently serving on the Board of Directors for
both the Stockdale Women's Organization and the Child Guidance Guild of
Bakersfield. Mrs. Brady served on the Board of Directors from November 2003
until she submitted her resignation on July 23, 2008.

KURT BRITTAIN, Director and Vice President - Secretary                  Age 78
After his Marine Corps service, Mr. Brittain was employed for more than
thirty-three years by Orange County, California, prior to his retirement in
1986. His background includes public works, flood control and manager of the
county's harbors, beaches and parks system. He was in charge of three harbors,
seven beaches and more than twenty-six parks, three of which were camping
parks. He has completed extension courses in business administration,
management, recreation and real estate. Mr. Brittain has been a member of the
Board from March 1990 to July 1999 and from January 2002 to present, serving
one year as Vice President - Administration and five years as Executive Vice
President. He is currently serving a seventh year as Vice President -
Secretary.

HARRY BUCHAKLIAN, Director                                              Age 76
Harry Buchaklian has a B.A. degree from C.S.U.F. in industrial arts, and a
secondary level teaching credential in laboratory electronics and small engine
repair. His career included employment as an assistant manager with Western
Auto Stores, electronics instructor at Fresno Technical College and technical
supervisor for Sears Roebuck. He retired from Sears Roebuck in 1994. He has
been a member of the Board from March 1981 to January 1992 and from September
1995 to present, serving one year as Executive Vice President, and as a
chairman of the Policy and Audit Committees.

RODNEY ENNS, Director                                                   Age 55
Rodney Enns has a B. S. in computer engineering from California State
University, Fresno, and a secondary math teaching credential from the state of
California. He was president, owned and operated, Ennsbrook Ent., an
incorporated poultry enterprise, from 1975 to 1995. Mr. Enns then worked as an
electrical engineer at Voltage Multiplers, Inc., and was promoted to senior
engineer before leaving in August 2005. He is currently teaching high school
math at Tulare Western High School in Tulare, California. He has been a member
of the Board of Directors since November 2007.

DOUGLAS EUDALY, Director                                                Age 77
Douglas Eudaly has an associate of arts degree from Fresno City College in
elementary education, and a bachelor's degree in elementary education from
Fresno State College. He has done doctoral studies at Nova University in Ft.
Lauderdale, Florida, and received a Ph.D. from Clayton Theological Institute
in Clayton, California. He holds life teaching credentials for elementary and
junior high schools, and administrative credentials for preschool through
adult school. In 1991 Dr. Eudaly retired from the Fresno Unified School
District with thirty-one years of service credit--the last five years as
program director for the Disability Awareness Program. He was president of the
Fresno Teachers' Association in 1970-1971, as well as chairman of the
district's negotiating council and served one term as chief negotiator. He
served three years as president of the board of directors for Friendship
Center for the Blind, and as chairman of several advisory committees for food
banks and other nonprofit organizations. He served more than three years as
the deacon chairman at the Evangelical Free Church of Fresno. Dr. Eudaly has
served on the Board since January 2002.


                                      32


<page>
------------------------------------------------------------------------------

ED FIGUEROA, Director                                                   Age 66
Mr. Figueroa majored in aeronautics at Reedley College and obtained his
airframe & power plant license in 1964. In 1970 he started working in the
heating and air-conditioning field as a service manager and service technician
with Jack's Refrigeration, Inc. Mr. Figueroa purchased the company in 1993,
and managed the business until his retirement in December 2004. Mr. Figueroa
continues to have a C-20 contractor's license, specializing in custom
residential and design-built commercial heating and air-conditioning systems.
His company also specialized in sheet metal fabricating and installation and
service repairs on commercial and residential systems. Mr. Figueroa served on
the Board of Directors from November 2003 until he submitted her resignation
on September 20, 2008.

WILLIAM FISCHER, Director                                               Age 75
William (Bill) Fischer and his spouse Joy reside in Simi Valley. He served
four years in the U. S. Air Force during the Korean War. He is a graduate of
California State University, Northridge, with a B. S. degree in accounting. He
worked in the aerospace, entertainment and public utility industries until
1969 when he was hired by Getty Oil Company's corporate office as an
accounting supervisor. Texaco, Inc. acquired Getty Oil in 1985, and he was
promoted to Manager of Benefits Plan's Accounting. Mr. Fischer was responsible
for the Savings/Thrift, 401-K, and ESOP Plans administration until 1989 when
he elected early retirement. He was a financial consultant to various
companies until 2006. He is a member of the Veterans of Foreign Wars, Elks,
Moose, and Knights of Columbus organizations. He looks forward to contributing
his financial background to the Board. Mr. Fischer has been on the Board since
January 2002.

NORMAN GOULD, Director                                                  Age 89
Norman Gould has a B.A. in education and an M.A. in administration. His
occupation prior to retirement in 1987 was as the superintendent of schools
for Madera County. He was a member of the board of directors of Kingsview,
Inc. from 1968 to 1980 and held the positions of vice chairman and chairman of
the board, and serves on the board of directors of Valley Teen Ranch, Inc. He
has been a member of the Board from March 1976 to March 1991 and from March
1993 to present, serving nine years as President, one year as Treasurer and
two years as Secretary.

WAYNE HARDESTY, Director                                                Age 74
Wayne Hardesty graduated from Arizona State University in 1955. He was
commissioned an Ensign from the Naval Office Candidate School in Newport,
Rhode Island in 1956, and was immediately assigned to the Navy Area Audit
Office in Los Angeles for duty at U.S.C. and General Dynamics-Pomona. He
entered civil service in 1959, and remained with the Audit Office until 1973,
at which time he became a price analyst for the U. S. Air Force at Norton Air
Force Base working on the Minuteman Project. Mr. Hardesty received his MBA
from Southern Illinois University in 1980. He retired from civil service in
1988 and became self-employed, primarily in tax preparation for both
individual and business returns. He became a licensed Enrolled Agent in 1989
and currently operates Hardesty Financial Services in Ontario, California. Mr.
Hardesty was duly nominated and elected by the Board on September 20, 2008, to
fill a vacancy created by the resignation of Nancy Brady.

R. ELAINE HARRIS, Director                                              Age 70
R. Elaine Harris retired in 1990 from Pacific Telephone with thirty-one years
service, starting in the business office, then advancing to facility
administrator the last ten years of that time. She was active with the
Jaycettes Club and has worked on several political campaigns. She is now
enjoying retirement and feels very blessed serving on the Board since January
2000. She is looking forward to continuing serving the shareholders.


                                      33


<page>
------------------------------------------------------------------------------

DENNIS HEARNE, Director                                                 Age 70
Dennis Hearne holds an A.A. degree in business administration from Hartnell
Junior College. He served two years in the Navy. Prior to retirement, he was
employed in a family agriculture business, L. A. Hearne Company, located in
the Salinas Valley for thirty-seven years, and presently serves as the
company's chairman of the board. Mr. Hearne has also served on the board of
directors of the California Feed and Grain Association in Sacramento and the
California Crop Improvement Association in Davis. He is a member of Knights of
Columbus, serving as treasurer and financial secretary for fifteen years. Mr.
Hearne is a volunteer fireman with thirty-three years service in King City,
and is the fire department's treasurer. He has been a member of the Board of
Directors since September 2006.

GLENN HICKMAN, Director and Executive Vice President                    Age 75
Glenn Hickman has a B.A. in business and a secondary teaching credential from
Fresno State University. His occupation prior to retirement in 1995 was as a
financial analyst and office supervisor for Cal Resources, a subsidiary of
Shell Oil Company. Mr. Hickman has been a member of the Board since July 1999
and is currently serving a seventh year as Executive Vice President.

TERRIS HUGHES, Director                                                 Age 59
Terris (Terry) Hughes holds an A.A. degree from Bakersfield Junior College in
police science. He was employed by Cal Resources LLC for twenty-three years,
from 1973 to 1997, holding the position of senior training technician for the
last ten years of that time. He is currently employed as an internal
consultant for Aera Energy LLC, an oil industry company formed in 1997 between
the Shell Oil and Mobil Oil Corporations. His duties are to serve as a
behavior base safety advisor and provide safety training to Aera Energy LLC
employees. Mr. Hughes has been a member of the Board since January 1996 and
served one year as Vice President - Policy.

GARRY NELSON, Director                                                  Age 58
Garry Nelson is the President and General Manager of Vintage Nurseries, which
specializes in grapevines and pomegranates. A graduate of Cal Poly San Luis
Obispo, Mr. Nelson has been involved in agriculture for more than thirty-five
years. Prior to his employment at Vintage Nurseries, he was vice president and
chief operating officer for Belridge Farms for many years. Mr. Nelson has
served on the Shafter City Council the past sixteen years, serving as mayor
for six of those years, and he was recently reelected for a fifth four-year
term. He has also served on the board of Bakersfield Memorial Hospital
Foundation and on numerous agricultural industry boards. Mr. Nelson was duly
nominated and elected by the Board on November 8, 2008, to fill a vacancy
created by the resignation of Ed Figueroa.

RONALD NUNLIST, Director and Vice President - Operations                Age 70
Ronald Nunlist was employed in the oil business for many years. From 1995 to
1997, he was employed as an operations foreman by Cal Resources LLC, an oil
industry company owned by Shell Oil Corporation. From 1997 until his
retirement in 1999, Mr. Nunlist was employed as a logistics specialist by Aera
Energy LLC, an oil industry company formed between the Shell Oil and Mobil Oil
Corporations. Mr. Nunlist presently serves as a planning commissioner for the
City of Shafter, California. He has been a member of the Board since January
1986, serving five years as President, and is currently serving a seventh year
as Vice President - Operations.


                                      34


<page>
------------------------------------------------------------------------------

GEORGE PAPPI, JR., Director                                             Age 46
Mr. Pappi's current occupation is as a fire claims representative for State
Farm Insurance. Other positions held during his twenty years of employment
with State Farm Insurance include office manager, property and bodily injury
adjustor, fire and casualty (with extensive construction background), risk
management and commercial insurance. He graduated from Cal Poly Pomona with a
B.S. in management and human resources. He resides in La Verne, California and
is actively involved in local community and church activities and the United
Way organization. Mr. Pappi has been a member of the Board of Directors since
January 2004.

JERALD PETTIBONE, Director and President                                Age 82
Jerry Pettibone sold and retired from his company, Pettibone Signs, in Santa
Cruz in 1988. He started the company which operated statewide in 1960. Active
in trade associations, he served on the board of directors of the National
Electric Sign Association, and on the board of directors of the World Sign
Association, serving as national president in 1985 and 1986. He served on the
board of directors of the California Electric Sign Association for twenty-two
years and was elected a director emeritus. He has been a member of the Board
since January 1993, including three years as Chief Financial Officer, and is
currently serving a twelfth year as President.

GARY WILLEMS, Director                                                  Age 54
Gary Willems holds a B.A. degree in music education and a California life
teaching credential from Fresno Pacific University. Since July 1, 2007, Mr.
Willems has been employed as the Visual and Performing Arts Coordinator at
Kings Canyon Unified School District. Prior to that, he was a Band Director
for thirty years in the Dinuba/Reedley area, and was also Head Marching Band
Director of the Reedley High School Band from 1985 to 2007. He is an active
member of the California Band Directors' Association and is the past president
of Fresno and Madera counties' Music Educators' Association. Mr. Willems has
served on the Board of Directors since January 2001.

JACK WILLIAMS, Director, Chief Financial Officer and
Vice President - Finance                                                Age 58
Mr. Williams graduated from San Diego State University in 1974 with a B.S. in
accounting. Following that, he has been employed in the field of accounting in
a variety of industries, including agriculture, construction, heavy equipment
sales, and manufacturing. He was employed as a financial analyst by Texaco Oil
Corporation in the Bakersfield area from 1997 until 1999, and as Chief
Financial Officer for Goodwill Industries of South-Central California from
March 2000 to November 2004. Mr. Williams was an interim-controller for
Diversified Utilities Services, a position he held from April 2005 to December
2005. He established his own C.P.A. practice in 1983, which he continues to
own and operate. Mr. Williams has been a member of the Board since January
1995, and is currently serving a twelfth year as Chief Financial Officer and
Vice President - Finance.


                                      35


<page>
------------------------------------------------------------------------------

b. OTHER OFFICERS AND SIGNIFICANT EMPLOYEES
JAY JAMISON, Chief Executive Officer/General Manager and
Assistant Corporate Secretary                                           Age 55
Jay Jamison has been employed by the Company since June 1997 as General
Manager and serves as Assistant Corporate Secretary. In March 2007, the Board
changed his title to Chief Executive Officer/General Manager. He has a B. S.
degree in Agricultural Management from Cal Poly San Luis Obispo, graduating in
1976. Mr. Jamison was raised on his family's guest ranch, Rancho Oso, in Santa
Barbara County, which included a recreational vehicle park, resident summer
camp, equestrian facilities and numerous resort amenities. He worked on the
ranch throughout his childhood and after college. The family business was sold
in 1983, at which time Mr. Jamison was hired by Thousand Trails, Inc., a
private membership resort, as a Resort Operations Manager. His last ten years
at Thousand Trails were spent managing a 200-acre, 518-site, full-service
resort near Hollister, California. He also managed Thousand Trails resorts in
Acton and Idyllwild in Southern California. Prior to his employment with the
Company, Mr. Jamison was a General Manager with Skycrest Enterprises in
Redding and managed Sugarloaf Marina and Resort on Lake Shasta in Northern
California between January 1995 and June 1997. He is a member of the Resort
and Commercial Recreation Association and is also a member of the American
Quarter Horse Association. Mr. Jamison was appointed to and has served as a
commissioner on the Pismo Beach Conference and Visitors Bureau since February
1998, and since August 1999 has served as Chair. At the National Association
of RV Parks and Campground's Annual Convention in November 1999, Mr. Jamison
was appointed to the ARVC Board of Directors representing the ten western
states. At the 2001 Annual Convention, he was elected Treasurer of the
National Association, a position he held until he termed out December 2005. In
June of 2002, Mr. Jamison was installed as a Director on the Board for the San
Luis Obispo County Chapter of the American Red Cross, and served as Board
Chairman from June 2006 until July 2008. In February 2006, Mr. Jamison was
elected to serve as a commissioner on the California Travel and Tourism
Commission, which markets California to potential domestic and international
visitors, a position he still holds.

c. FAMILY RELATIONSHIPS
There are no familial relationships between the Directors nor between the
Directors and the Officers.

d. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the knowledge of the Company, none of the officers or directors have been
personally involved in any bankruptcy or insolvency proceedings. To the
knowledge of the Company, none of the directors or officers have been
convicted in any criminal proceedings (excluding traffic violations and other
minor offenses) or are the subject of a criminal proceeding which is presently
pending, nor have such persons been the subject of any order, judgment, or
decree of any court of competent jurisdiction, permanently or temporarily
enjoining them from acting as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director or insurance
company, or from engaging in or continuing in any conduct or practice in
connection with any such activity or in connection with the purchase or sale
of any security, nor were any of such persons the subject of a federal or
state authority barring or suspending, for more than 60 days, the right of
such person to be engaged in any such activity, which order has not been
reversed or suspended.

e. AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B, and is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.


                                      36


<page>
------------------------------------------------------------------------------

We believe that the members of our Audit Committee are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. Due to the fact that the
directors of Pismo Coast Village do not receive compensation for the services
they provide in that capacity, the Company has been unable to nominate and
retain a director with the required expertise to stand for election to the
Board of Directors. However, until the time that our Audit Committee has
a qualified audit committee financial expert, we believe our engagement of
Glenn, Burdette, Phillips, and Bryson (GBPB), Certified Public Accountants,
satisfies this requirement. GBPB provides the Company's quarterly compilation
of the balance sheets and the related statements of operations, and retained
earnings, and cash flows in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.

f. CODE OF ETHICS
On November 8, 2003, our board of directors adopted the introduction to our
code of ethical conduct. At the present time, the Company is in the process of
revising the Code of Ethics that applies to all the Company's employees and
directors, including our principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions. The revised Code of Ethics will be presented to the Board
of Directors for discussion and adoption at their next meeting scheduled for
July 18, 2009. Following the adoption by the Board of Directors, the revised
Code of Ethics will be filed with the Securities and Exchange Commission and
posted on the Company's website, www.pismocoastvillage.com.

g. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers, directors and persons who own more than ten percent of a registered
class of our equity securities within specified time periods to file certain
reports of ownership and changes in ownership with the SEC. The Company is not
aware of any failure to file reports or report transactions in a timely manner
during the fiscal year ended September 30, 2008, by any director or officer.

ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation awarded,
paid to, or earned by the chief executive officer of Pismo Coast Village, Inc.
for the three years ended September 30, 2006, 2007 and 2008. No other person
who is currently an executive officer or employee of Pismo Coast Village, Inc.
earned salary and bonus compensation exceeding $100,000 during any of those
years.

<TABLE>
                                 SUMMARY COMPENSATION TABLE
                                 --------------------------
<CAPTION>
(a)            (b)   (c)      (d)     (e)     (f)    (g)           (h)         (i)          (j)
                                                                      Non-
                                                      Non-Equity    Qualified
                                                      Incentive     Deferred       All
Name and                               Stock  Option     Plan         Plan        Other
Principal      Fiscal Salary  Bonus   Awards  Awards Compensation Compensation Compensation  Total
Position        Year    $       $        $      $          $            $           $           $
-------------- ----- -------- ------- ------- ------ ------------ ------------ --------------------
<S>            <C>   <C>      <C>     <C>     <C>    <C>          <C>          <C>          <C>
Jay N. Jamison  2008 $121,800 $24,975 $  -    $  -   $  -         $  -         $5,871      $152,646
CEO/General     2007 $116,000 $25,600 $  -    $  -   $  -         $  -         $5,791      $147,391
Manager &       2006 $110,000 $24,200 $  -    $  -   $  -         $  -         $5,106      $139,306
Assistant
Corporate
Secretary
</TABLE>

COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis describes the material
elements of compensation for the executive officer identified in the Summary
Compensation Table contained above.


                                      37


<page>
------------------------------------------------------------------------------

As more fully described below, the Personnel and Compensation Committee, made
up of members of the Board of Directors, reviews the total direct compensation
programs for the CEO.

Notably the salary and other benefits payable to the named executive officer
are set forth in an employment agreement which is discussed below.

The CEO reviews the base salary, annual bonus and long-term compensation
levels for other employees of the Company. The Personnel and Compensation
Committee reviews and approves the compensation received by the CEO's direct
reports. The entire Board of Directors remains responsible for significant
changes to or adoption of new employee benefit plans.

a. CASH COMPENSATION PAYABLE TO OUR NAMED EXECUTIVE OFFICER
The named executive officer receives a base salary payable in accordance with
the company's normal payroll practices and pursuant to a contract between this
officer and Pismo Coast Village, Inc. (which contract is described in more
detail below). Based on knowledge of the industry and Pismo Coast Village,
Inc. performance (including its earnings and stock price performance, and
successful resort operations), the Board believes that the CEO's base salary
is less than those that are received by comparable officers with comparable
responsibilities in similar companies.

In the future, when reconsidering salaries for executives, the Board will do
so by evaluating their responsibilities, experience and the competitive
marketplace. More specifically, the Board expects to consider the following
factors in determining the executive officers' base salaries:

* The executive's leadership and operational performance and potential to
enhance long-term value to the Company's shareholders;

* Performance compared to the financial, operational and strategic goals
established for the Company;

* The nature, scope and level of the executive's responsibilities;

* Competitive market compensation paid by other companies for similar
positions, experience and performance levels; and

* The executive's current salary, the appropriate balance between incentives
for long-term and short-term performance.

b. STOCK OPTION PLAN BENEFITS
Not applicable.

c. ELEMENTS OF "ALL OTHER COMPENSATION"
The amounts reflected in the column labeled "other compensation" in the above
Summary Compensation Table consist of compensation paid to the named executive
officer from benefits received from our 401(k) plan.

The Company provides a 401(k) Safe Harbor Plan which was adopted effective
October 1, 2005. All employees are eligible to participate in this Plan after
one year of employment and work at least 1,000 hours per year and attained age
21. Employees are fully vested when their participation begins. The Company
matches employee contributions up to 4% of compensation.

d. EMPLOYMENT AGREEMENT WITH OUR NAMED EXECUTIVE OFFICER
The Company has entered into an employment agreement with the named executive
officer. The material terms of this agreement is summarized as follows:


                                      38


<page>
------------------------------------------------------------------------------

Mr. Jamison is the Chief Executive Officer/General Manager, Assistant
Corporate Secretary. On October 1, 2008, the Company entered into an
employment contract with Mr. Jamison. The Board of Directors extended this
contract through September 30, 2013 and provided Mr. Jamison with a salary
increase effective October 1, 2008. This currently provides for a salary of
$126,672, plus health insurance, cost reimbursement, and certain other
benefits.

Pismo Coast Village may also terminate the contract for cause, upon Mr.
Jamison's death or disability, or without cause. If Pismo Coast Village
terminates the contract for cause, it only must compensate Mr. Jamison through
the date of termination. If Pismo Coast Village terminates the contract
without cause, Pismo Coast Village must pay Mr. Jamison nine months salary.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANTED DURING THE LAST FISCAL
YEAR
Not applicable.

LONG TERM INCENTIVE PLANS
Except as described in our 401(k) plan, the Company did not have a long-term
incentive plan during the fiscal years ended September 30, 2008 or 2007.

REPORT ON RE-PRICING OF OPTIONS/SARS
Not applicable.

COMPENSATION OF DIRECTORS
During fiscal year 2008, none of the Company's directors received cash
remuneration for their service. However, the directors are entitled to
reimbursement for out-of-pocket costs and expenses incurred on behalf of the
Company, and mileage reimbursement for travel to and from meetings upon
request. Since this reimbursement is on a fully accountable basis, there is no
portion treated as compensation. In addition, they are entitled to use of the
Resort for attending meetings and are provided with food and refreshments in
connection with Board Meetings. The aggregate value of the foregoing during
the fiscal year ended September 30, 2008, was estimated at $26,885.

OPTIONS, WARRANTS OR RIGHTS
The Company has no outstanding options, warrants or rights to purchase any of
its securities.

INDEBTEDNESS OF MANAGEMENT
No member of management was indebted to the Company during it's last fiscal
year.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Not applicable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
No person owns beneficially of record more than 5% of the Company's
securities.

b. SECURITY OWNERSHIP OF MANAGEMENT.
The following sets forth the securities beneficially owned, directly, by all
directors and officers as a group as of September 30, 2008:


                                      39


<page>
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            *Amount of  Percent
Board Member                 Title of Class  Ownership  of Class
------------                 --------------  ---------  --------
<S>                          <C>             <C>        <C>
Louis Benedict                Common Stock    1 Share   0.056%
20955 De Mina Street
Woodland Hills CA 91364

Kurt Brittain                 Common Stock    1 Share   0.056%
12105 Center Avenue
San Martin CA 95046

Harry Buchaklian              Common Stock    1 Share   0.056%
1361 East Ticonderoga Drive
Fresno CA 93720

Rodney Enns                   Common Stock    1 Share   0.056%
2577 Sandell Avenue
Kingsburg CA 93631

Douglas Eudaly                Common Stock    6 Shares  0.333%
3918 North Carruth Avenue
Fresno CA 93705

William Fischer               Common Stock    1 Share   0.056%
1947 Sienna Lane
Simi Valley CA 93065

Norman Gould                  Common Stock    1 Share   0.056%
10597 Road 30
Madera CA 93637

Wayne Hardesty                Common Stock    1 Share   0.056%
8651 Foothill Boulevard #110
Rancho Cucamonga CA 91730

R. Elaine Harris              Common Stock    2 Shares  0.111%
3418 El Potrero Lane
Bakersfield CA 93304

Dennis Hearne                 Common Stock    2 Shares  0.111%
45075 Merritt Street
King City CA 93930

Glenn Hickman                 Common Stock    1 Share   0.056%
3584 West Wathen Avenue
Fresno CA 93711

Terris Hughes                 Common Stock    1 Share   0.056%
2426 Sunset Street
Wasco CA 93280

Ronald Nunlist                Common Stock    4 Shares  0.222%
1105 Minter Avenue
Shafter CA 93263

George Pappi, Jr              Common Stock    1 Share   0.056%
5728 Via De Mansion
La Verne CA 91750

Jerald Pettibone              Common Stock    3 Shares  0.166%
4179 Court Drive
Santa Cruz CA 95062


                                      40


<page>
------------------------------------------------------------------------------

                                            *Amount of  Percent
Board Member                 Title of Class  Ownership  of Class
------------                 --------------  ---------  --------
Gary Willems                  Common Stock    2 Shares  0.111%
479 South Oak Drive
Reedley CA 93654

Jack Williams                 Common Stock    1 Share   0.056%
7801 Revelstoke Way
Bakersfield CA 93309

All Officers and
Directors as a Group          Common Stock   30 Shares  1.666%
</TABLE>

*Amount of Ownership: All such shares are owned beneficially and of record,
and there are no additional shares known to the Company for which the listed
beneficial owner has the right to acquire beneficial ownership as specified in
Rule 13D-3(d)(1) of the Exchange Act.

c. CHANGES IN CONTROL
   Not applicable.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
There have been no transactions during the past two years, or proposed
transactions, to which the Company was or is to be a party, in which any of
the officers, directors, nominees, named shareholders, or family members of
any such persons, had or is to have a direct or indirect material interest,
other than transactions where competitive bids determine the rates or charges
involved, or where the amount involved does not exceed $60,000, or where the
interest of the party arises solely from the ownership of securities of the
Company and the party received no extra or special benefit that was not shared
by all shareholders.

EMPLOYMENT AGREEMENTS
See Item 10, Executive Compensation--Employment contracts and termination of
employment and change in control arrangements, for a discussion of the current
employment contracts between Pismo Coast Village and Mr. Jamison.

OTHER ARRANGEMENTS
During the fiscal years 2008 and 2007, Pismo Coast Village paid for various
hospitality functions and for travel, lodging and hospitality expenses for
spouses who occasionally accompanied directors when they were traveling on
company business. Management believes that the expenditures were to Pismo
Coast Village's benefit.

CERTAIN BUSINESS RELATIONSHIPS
None.

(1)-(5) INDEBTEDNESS OF MANAGEMENT
None.

TRANSACTIONS WITH PROMOTERS
Not applicable.

                                      41


<page>
------------------------------------------------------------------------------

DIRECTOR INDEPENDENCE
Our board of directors consists of shareholders of the Resort and therefore
are not considered to be "independent" as defined by Section 121A of the
American Stock Exchange Listing Standards. The board considers all relevant
facts and circumstances in its determination of independence of all members of
the board (including any relationships set forth in this Form 10-KSB under the
heading "Certain Related Person Transactions"). As disclosed above, the Audit
Committee, the Nominating Committee and the Personnel and Compensation
Committee members are not considered to be independent.

ITEM 13. EXHIBITS

EXHIBITS AND INDEX OF EXHIBITS

1. Financial Statements included in this Form 10-KSB Report:

                      Description                          Page
---------------------------------------------------------------
Accountant's Report for 2008.................................15

Balance Sheets as of September 30, 2008 and 2007.............16

Statements of Operations and Retained Earnings
 for the years ended September 30, 2008 and 2007.............17

Statements of Cash Flows
 for the years ended September 30, 2008 and 2007.............18

Notes to Financial Statements
 For the years ended September 30, 2008 and 2007.............19

Accountant's Report on Additional Information................28

Statements of Operations (Unaudited)
 for the three months ended September 30, 2008 and 2007......29

2. Exhibits included in this Form 10-KSB Report:

 Description                                                Page
----------------------------------------------------------------
Code of Ethics...............................................37

3. Exhibits filed with this Form 10-KSB Report:

   Exhibit No.               Description of Exhibit
   -----------  --------------------------------------------------
     31.1       Certification of the President of the Company pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002

     31.2       Certification of the Chief Executive Officer (principal
                executive officer) of the Company pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002

     31.3       Certification of the Chief Financial Officer (principal
                financial officer and principal accounting officer) of the
                Company pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002

     32.1       Certification of the President of the Company Pursuant to 18
                U.S.C. Subsection 1350, as adopted Pursuant to Section 906
                of the Sarbanes Oxley Act of 2002


                                      42


<page>
------------------------------------------------------------------------------

     32.2       Certification of the Chief Executive Officer (principal
                executive officer) of the Company pursuant to 18 U.S.C.
                Subsection 1350, as adopted pursuant to Section 906 of the
                Sarbanes Oxley Act of 2002

     32.3       Certification of the Chief Financial Officer (principal
                financial officer and principal accounting officer) of the
                Company pursuant to 18 U.S.C. Subsection 1350, as adopted
                pursuant to Section 906 of the Sarbanes Oxley Act of 2002

REPORTS ON FORM 8-K
None

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table discloses the fees that the Company was billed for
professional services rendered by its independent public accounting firm,
Brown Armstrong Paulden, McCown, Starbuck, Thornburgh, & Keeter Accountancy
Corporation (Brown Armstrong), in each of the last two fiscal years.

<TABLE>
<CAPTION>
                                                     Years ended
                                                     -----------
                                                     September 30,
                                                     -------------
                                                 2008           2009
                                                -------        -------
     <S>                                        <C>            <C>
     Audit fees (1)                             $42,057        $33,459
     Audit-related fees (2)                         -              -
     Tax fees (3)                                   -              -
     All other fees (4)                             700            -
                                                -------        -------
        Total                                   $42,757        $33,459
                                                =======        =======
</TABLE>

(1) Reflects fees billed for the audit of the Company's consolidated financial
statements included in its Form 10-KSB and review of its quarterly reports on
Form 10-QSB.

(2) Reflects fees, if any, for consulting services related to financial
accounting and reporting matters.

(3) Reflects fees billed for tax compliance, tax advice and preparation of the
Company's federal tax return.

(4) Reflects fees, if any for other products or professional services not
related to the audit of the Company's consolidated financial statements and
review of its quarterly reports, or for tax services.

(5) AUDIT COMMITTEE'S PREAPPROVAL POLICIES AND PROCEDURES
For the fiscal years ending September 30, 2008 and September 30, 2007, all
audit related services, tax services and other services were pre-approved by
the Audit Committee, which concluded that the provision of such services by
Brown Armstrong were compatible with the maintenance of that firm's
independence in the conduct of its auditing function.


                                      43


<page>
------------------------------------------------------------------------------

                                    SIGNATURES
                                    ----------


Pursuant to the requirements of Section 13 or 15(d) 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.

PISMO COAST VILLAGE, INC.


By: JERALD PETTIBONE                              Date: June 19, 2009
    Jerald Pettibone, President
    and Chairman of the Board

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



By: JAY JAMISON                                   Date: June 19, 2009
    Jay Jamison, Chief Executive Officer,
    General Manager and Assistant Corporate Secretary
    (principal executive officer)



By: JACK WILLIAMS                                 Date: June 18, 2009
    Jack Williams, Chief Financial Officer,
    Vice President - Finance and Director
    (principal financial officer and principal accounting officer)



By: JERALD PETTIBONE                              Date: June 19, 2009
    Jerald Pettibone, President
    and Chairman of the Board and Director



By: GLENN HICKMAN                                 Date: November 8, 2009
    Glenn Hickman, Executive Vice President
    and Director



By: KURT BRITTAIN                                 Date: November 8, 2009
    Kurt Brittain, Vice President - Secretary
    and Director



By: RONALD NUNLIST                                Date: November 8, 2009
    Ronald Nunlist, Vice President - Operations
    and Director



By: LOUIS BENEDICT                                Date: November 8, 2009
    Louis Benedict, Director


                                      44


<page>
------------------------------------------------------------------------------

By: HARRY BUCHAKLIAN                              Date: November 8, 2009
    Harry Buchaklian, Director



By: RODNEY ENNS                                   Date: November 8, 2009
    Rodney Enns, Director



By: DOUGLAS EUDALY                                Date: November 8, 2009
    Douglas Eudaly, Director



By: WILLIAM FISCHER                               Date: November 8, 2009
    William Fischer, Director



By: NORMAN GOULD                                  Date: November 8, 2009
    Norman Gould, Director



By: WAYNE HARDESTY                                Date: November 8, 2009
    Wayne Hardesty, Director



By: R. ELAINE HARRIS                              Date: November 8, 2009
    R. Elaine Harris, Director



By: DENNIS HEARNE                                 Date: November 8, 2009
    Dennis Hearne, Director



By: TERRIS HUGHES                                 Date: November 8, 2009
    Terris Hughes, Director



By: GEORGE PAPPI, JR.                             Date: November 8, 2009
    George Pappi, Jr., Director



By: GARY WILLEMS                                  Date: November 8, 2009
    Gary Willems, Director


                                      45

<page>
------------------------------------------------------------------------------