<PAGE>
                                          
                  ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                       TO THE 1934 ACT REPORTING REQUIREMENTS
                                          
                      U.S. SECURITIES AND EXCHANGE COMMISSION
                                          
                              WASHINGTON, D.C.  20549
                                          
                                    FORM 10-KSB

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [Fee Required]

     For the Fiscal Year ended SEPTEMBER 30, 1998
                               ------------------
                                       
                            Commission file number 0-8463
                                                   ------

                              PISMO COAST VILLAGE, INC.
                              -------------------------
                    (Name of small business issuer in its charter)

        California                                       95-2990441
        ----------                                       ----------
(State or other jurisdiction                      (IRS Employer ID Number)
of incorporation or organization)


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

                      Issuer'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)
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the 90 days past. 
YES  XX  NO
     --    --

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.  XX 
                                       --

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<PAGE>

     State issuer's revenues for its most recent fiscal year. $2,683,948 

     State the aggregate market value of the voting stock held by 
non-affiliates computed by reference to the price at which the stock was 
sold, or the average bid and asked prices of such stock, as of a specified 
date within the past 60 days (See definition of affiliate in Rule 12b-2 if 
the Exchange Act). $15,930,000

     State the number of shares outstanding of each of the issuer's classes 
of common equity, as of the latest practicable date.  1,800

     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.

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<PAGE>

                                  FORM 10-KSB PART I

ITEM 1    DESCRIPTION OF BUSINESS

(a)  GENERAL DEVELOPMENT OF BUSINESS

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 days of the year as prime 
time and non-prime time. A prime time day 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. Shareholders' free use of sites average 
approximately 20% to 22% annually, refer to Result of Operations MD&A, 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.

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<PAGE>

          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 
$150,000 line of credit to ensure funds are available, if necessary, in the 
off-season.

          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 23 Channels of Satellite TV, 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 Fiscal Year 1998, Pismo Coast Village, Inc., was 
awarded the designation of RV Park of the Year, Large Park Category 1997, by 
the National Association of RV Parks and Campgrounds (ARVC) which has a 
membership of more than 3,300 properties.  These factors allow the Resort to 
price its site rental fees well above most of its competition based on 
perceived value received.

Competition for the tourist market is keen 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 
Business Improvement Group and are major sponsors in cooperative events and 
advertising. The Resort continues to market off season discounts using its 
reservations' database to enhance repeat business.  To attract new business 
the Company uses mailing lists of recreational vehicle owners and places its 
brochure with companies selling or renting recreational vehicles.  The 
marketing program has been expanded targeting groups and clubs by providing 
entertainment and catering services.  The Company's marketing plan was funded 
by $38,539 for Fiscal Year 1998 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. 

          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. 

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<PAGE>

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.  The requirement for these permits involved the 
diversion of capital from operations, but did not increase cost of debt 
financing.

          EMPLOYEES

As of September 30, 1998, the Company employed approximately 39 people with 
14 of these on a part time basis and 25 on 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 38 employees to 47 employees.  Management 
considers its labor relations to be good.

          ADDITIONAL INFORMATION

Beginning October 1, 1994, site rental rates at the Resort were increased to 
range from $22 - $26 per day during the off season and $32 - $36 per day 
during prime time.  Rates have remained at this level and were not increased 
for Fiscal Year 1997-98, and an increase in rates is not being considered for 
Fiscal Year 1998-99.  It is anticipated the current rates will continue to 
market site usage at its highest value and a rate increase would possibly 
affect the Company's ability to capture an optimum market share.

During the May 1998 meeting, the Board elected to increase RV storage and 
towing rates, to be effective October 1, 1998.  The rates were increased from 
$30 per unit and $1 per foot over 28 feet to $33 per unit and $1.25 per foot 
over 28 feet.  The towing and set-up fees went from $11 to $12.50.  The rate 
increase was a result of increased operational expenses and new prices remain 
within the range of local competition.

On April 20, 1998, the Company opened escrow for a parcel of property to be 
developed as an additional RV storage facility.  Presently, storage is at 
full capacity and it is anticipated, upon permit approval, additional storage 
will become available by Summer 1999.

ITEM 2    DESCRIPTION OF PROPERTIES

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 video arcade, recreation hall,
general store, swimming pool, Laundromat, and three playgrounds.


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<PAGE>

In 1980 the Company purchased a 2.2 acre parcel of real property located at 
2050 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 114 units.

In 1981 the Company exercised an option and purchased a 3.5 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 223 units.

In 1988 the Company purchased approximately 0.8 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 April 20, 1998, the Company opened escrow on a parcel of property to be 
developed as an additional RV storage facility.  The 5.8 acre property is 
located in Oceano adjacent to existing Company RV storage.  Upon permit 
approval it is expected to be in operation in 1999 and provide storage for 
500 units. 

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 stockholder 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.

The Resort, RV Repair Shop and Parts Store and two storage facilities 
constitute substantially all the Company's property, and are owned in fee.  
Two storage lots and beach access used by the shareholders and general public 
visitors 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 1,600 feet long from the Southern Pacific Railroad Corp.  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 183 units.  The property 
was leased for $950 per month the first year, $1,400 per month for the second 
year, with continuing years tied to the "CPI" Index, or Fair Market Value of 
the property according to the lease agreement.  During Fiscal Year 1998, 
lease payments were made in the amount of $35,711, Fiscal Year 1999 lease 
payments will be $36,204, and Fiscal Year 2000 lease payments will be $36,204 
plus applicable changes in index or valuation.

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<PAGE>

In 1991 the Company developed a lease for a five-acre RV storage lot at the 
Oceano Airport clear zone as storage for approximately 337 RV's.  This lot 
was developed to replace a 100-unit storage lot that was closed when the 
lease was not renewed.  The original lease on the storage lot was for five 
years with an additional five-year option which has been executed.  
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.

Lease payments for the first year of control and occupancy area were $1,500 
per month, $2,000 for the second year and continuing years are tied to the 
"CPI" index.  During Fiscal Year 1998, lease payments were made in the amount 
of $24,353, Fiscal Year 1999 lease payments will be $26,940 plus applicable 
changes in index, and Fiscal Year 2000 lease payments will be $26,940 plus 
index changes.

2.   AMENDMENT NO. 4 TO CONTRACT, PISMO STATE BEACH LOCATED IN SAN LUIS 
OBISPO COUNTY, PISMO COAST VILLAGE, INC., DATED JULY 1976.  (Pertaining to 
the Boardwalk Concession Contract for construction and maintenance of three 
boardwalks to the beach for pedestrians at Pismo State Beach and to provide 
for continued access through the sand dunes to the State Beach abutting the 
Resort.) This contract is between the Company and the State of California 
Department of Parks and has been renewed annually since June 30, 1984.  The 
contract was originally assigned by the former owner to the Company by an 
assignment, dated December 1, 1975.  Continued ocean access is granted 
annually by payment of a license fee of $400. 

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 October 1, 1997, 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 expired on September 30, 1998.  This 
agreement has been subsequently renewed for a one year term ending September 
30, 1999; continued renewal is expected without significant impact.

2.   WEB SERVICE COMPANY, GOLETA, CA.  The five-year lease expired on July 
22, 1997, and was reissued for a five-year period which will expire on July 
22, 2002, 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 April 23, 1998, Web replaced all 18 
washers and 18 dryers with new equipment.  Continued renewal is expected 
without significant impact.

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3.  RESTAURANT AGREEMENT, THE LITTLE DECK, PISMO BEACH, CA.  In 1993 the 
Company reorganized its restaurant operations from a company-managed facility 
to a leased restaurant operation.  The concessionaire operated the restaurant 
facilities as an independent food service operation.  A one year lease was 
entered into on June 1, 1997, with The Little Deck Restaurant at an annual 
rent of $4,800.  On April 3, 1998, the agreement with The Little Deck was 
terminated and a similar one year lease was entered with Stephen's Strictly 
Catering.  On October 26, 1998, a mutual agreement was reached to terminate 
the existing lease with the current operator.  Based on historical 
information, local competition, limited visibility, and insufficient parking, 
the restaurant does not appear to be cost effective, and with support of the 
Board of Directors, management has decided to utilize the restaurant facility 
for other activities.  These activities may include group meetings, catered 
functions, seasonal snack bar, or Company-sponsored special events.

ITEM 3  LEGAL PROCEEDINGS  

The Company or its property is not a party to any pending legal proceedings.

ITEM 4  SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS

          Paragraph inapplicable

                                       PART II

ITEM 5  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS  

(a.)  There is no market for the Company's common stock, and there are only 
limited or sporadic transactions in its stock.  Mr. Kenneth L. McFarlen, a 
licensed broker/dealer, handles sales of the Company shares as Central Coast 
Investments.  The last transaction the Company is aware of occurred on 
September 15, 1998, at a price of $9,000 for one share conveyed.  This price 
was used for computation of aggregate market value of Company stock on page 2 
of this Report.

(b.) The approximate number of holders of the Company's common stock on 
September 30, 1998 was:  1,521.

(c.)  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.)  Mr. McFarlen, the Company's on-site broker, renewed his agreement which 
expired on March 31, 1993, to lease 200 square feet at the Resort, from which 
he conducts sales activities in the Company's stock.  He has agreed to 
continue this lease on a month to month agreement and is current under his 
lease agreement.  Termination or cancellation may be made by either Lessor or 
Lessee by giving the other party ninety (90) days written notice.

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<PAGE>

ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULT OF OPERATIONS

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, 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 stockholder is entitled.  Each 
share of stock is intended to provide the stockholder 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 stockholder 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 within the meaning of Section 21E of 
the Securities Exchange Act of 1934, 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 1999, which 
projects a positive cash flow of approximately $421,533 from operations.  
While the Company projects a positive cash flow, this cannot be assured for 
Fiscal Year 1999.  Capital expenditures planned for 1999 include the 
continued enhancement of RV sites and services, continuing the enhancement of 
the maintenance area, renovating the accounting/reservations building, and 
purchasing and developing a new RV storage facility.  These investments are 
projected to be approximately $920,000, some of which can be deferred, if 
necessary.  These proposed capital improvements will be funded from cash from 
operations, from existing working capital, and from financing obtained by the 
Company.  Thus, budgeted cash flow for the year is expected to be within the 
Company's capabilities based on its present working capital position.

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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.

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 restaurant, 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.

A major impact on the financial condition of Fiscal Year 1996, was the 
Company's reconstruction of the storm water drainage outfall caused by storm 
damage suffered March 10, 1995.  The $422,719 cost of this project required 
the review and modification to the Company's business and operational plans 
during the fiscal year ending 1996.  This impact included the delay of 
proposed capital expenditures, such as deferring site enhancement on the 
north side of the Resort, which was completed in Fiscal Year 1997, and 
deferring the improvements to the maintenance, accounting, and reservation 
facilities to Fiscal Year 1999.

The Company completed its plan to aggressively reduce debt by eliminating, by 
early payoff, all outstanding loan balances.  The Company continues its 
policy to adopt conservative budgets with managed capital outlays.

The Company has arranged a $150,000 line of credit that has not been drawn on 
to date.  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 $529,521 in 1998, compared 
to $444,213 in 1997, and $577,120 in 1996.  These fluctuations are primarily 
a result of early payoff of long term debt, rebuilding the storm water 
outfall structure, marketing a reduced discount rate, pricing concepts, and 
of deferring selected capital projects.  

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<PAGE>

The capital projects that were deferred will not detrimentally affect current 
business and were moved to future years.  Future capital expenditures are 
expected to be funded through normal operating cash flows and, if necessary, 
supplemented with outside financing.

During Fiscal Year 1998, cash investments of $107,827 included purchase and 
installation of a new emergency generator, upgrade of all computers and 
software for reservations and accounting, paving, and preliminary design and 
permit applications for the RV storage and maintenance yard projects.  Some 
projects budgeted for 1998 were deferred to future dates due to the impact of 
the El Nino weather pattern.  In 1997, cash investments of $327,660 included 
the enhancement of 123 sites, street lights, a new trailer moving vehicle, 
maintenance equipment, computer systems, renovation of square public areas, 
and research into permits and plans for a new storage lot.  The major capital 
expenditures during 1996 consisted of $502,514 to rebuild the storm water 
outfall structure due to storm damage, renovation of restaurant kitchen, site 
enhancements, playground equipment, computer software, awnings, street 
sweeper, maintenance cart, and clubhouse furniture. 

The Company has continued to maintain sufficient cash from operations to not 
require the addition of long term debt during 1998 or 1997.  With the 
possibility of requiring additional funds for planned capital improvements 
and winter season, the Company established a $150,000 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 1998's current ratio (current assets to current liabilities) of 
2.28 increased from Fiscal Year 1997's current ratio of 1.88.  The increase 
in current ratio is the result of a stronger cash position due to reduced 
1998 capital expenditures, planned Fiscal Year 1999 capital expenditures, the 
elimination of current portion of long term debt, and prepayment of income 
taxes at year end.

Working Capital increased to $550,500 at the end of Fiscal Year 1998 compared 
with $272,325 at year end Fiscal Year 1997.  This increase is a result of 
eliminating all long term debt, anticipating planned capital improvements, 
development of cash reserves, and deferment of capital projects that have not 
detrimentally affected current operations.

CAPITAL RESOURCES AND PLANNED EXPENDITURES  

The Company plans capital expenditures of $920,000 in Fiscal Year 1998 to 
purchase and develop an additional RV storage facility, renovate the 
reservation/accounting building, and complete the improvements to the 
maintenance yard.  Funding for these projects is expected to be from normal 
operating cash flows and supplemented with outside financing. These capital 
expenditures are expected to increase the Resort's value to its stockholders 
and the general public.

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     RESULTS OF OPERATIONS

YEAR TO YEAR COMPARISON

INCOME: Increased over the prior fiscal year ended September 30, 1997, by 
$54,815, or 2.1%, and increased from fiscal year ended September 30, 1996, by 
$98,894, or 3.8%.

                                  INCOME BY SEGMENT
<TABLE>
<CAPTION>
                                           1998           1997            1996
                                           ----           ----            ----
 <S>                                       <C>            <C>             <C>
 OCCUPANCY

 % of Stockholder Site Use                 20.5%          20.5%            20.8%

 % of Paid Site Rental                     41.1%          42.4%            42.1%

 % Total Site Occupancy                    61.7%          62.9%           63.0%

 % of Storage Rental                       99.9%          99.7%           94.0%

 Average Paid Site                        $27.86         $27.40          $27.78


 RESORT OPERATIONS

 Site Rental                          $1,672,887     $1,695,109      $1,710,716

 Storage Operations                     $386,699       $357,621        $319,280

 Support Operations                     $111,981        $99,629         $94,258

 Total                                $2,171,567     $2,152,360      $2,124,254


 RETAIL OPERATIONS

 Store                                  $306,558       $290,184        $308,293

 RV Repair/Parts store                  $189,917       $171,341        $137,583

 Total                                  $496,475       $461,525        $445,876


 INTEREST INCOME                         $15,904        $15,246         $14,922

 TOTAL INCOME                         $2,683,946     $2,629,131      $2,585,052
</TABLE>

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Occupancy rates on the above 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, restaurant lease, and 
other less significant sources.

1998 COMPARED WITH 1997

Resort operations income increased 0.9% due to an 8.1% increase in RV storage 
revenue offsetting a decrease of 1.3% in paid site occupancy.  Paid site 
occupancy was up 8.3% for the Fourth Quarter of Fiscal 1998, however, the El 
Nino weather pattern had a significant impact on paid occupancy during the 
previous three quarters.

Rtail operations income increased 7.6% due to a 10.8% increase in RV 
Repair/Parts Store revenue and an increase of 5.6% in General Store sales.  
These increases are a result of management's continuing program to increase 
RV Shop sales, and in the General Store from efforts to stock more 
appropriate items, more effectively merchandise, and greater attention to 
customer service.

Interest Income increased 4.3% as a result of carrying higher cash balances 
through most of the year.  Long term debt payoff occurred in the Fourth 
Quarter of Fiscal Year 1997 and the Company expects to see reduced interest 
income over the next several quarters due to reduced cash balances and 
increased capital expenditures.

Operating Expenses increased $38,517, or 2.1%, as a result of payroll, 
property taxes, contracted services, and equipment expense.  Despite 
operating at staffing levels below Fiscal Year 1997, the mandatory increase 
in minimum wage affected Company payroll and contracted service expenses.  
Maintaining the conservative approach, most expense items were managed well 
below plan in response to occupancy, cash flow, and other impacts of the 
extreme weather during the first three quarters.  The Board of Directors have 
directed management to continue maintenance projects as needed to provide a 
first class resort for campers using recreational vehicles.

Depreciation Expense increased 5.3% due to the purchase of the emergency 
generator, upgrade of accounting and reservation computer systems, road 
repair, and various smaller operating items.

Interest Expense decreased from $18,099 in 1997 to $200 in 1998 due to 
accelerated prepayments of principal and debt payoff in the Fourth Quarter of 
Fiscal Year 1997.

Loss on Disposal of Fixed Assets for 1998 of $12,483 represents the 
reclassification of certain assets determined no longer to have a useful life 
and were disposed of.

Income before provision for taxes on income of $177,738 is reflective of the 
Company's current pricing policies and continuing efforts to maximize resort 
services and value.  This income exceeded management's plan of operations for 
Fiscal Year 1998.

13 of 37


<PAGE>

Net income increased by $24,918, or 29.7%, primarily due to an increase in 
income and a significantly smaller reduction of loss on disposal of fixed 
assets.  This is the ninth consecutive year of positive net income for the 
Company.

1997 COMPARED WITH 1996

Resort operations income increased 1.3% due to a 0.5% increase in paid site 
occupancy and a 6.1% increase in storage rental occupancy.  Average paid site 
rental decreased 1.2% as primarily a result of decreasing the fiscal year's 
prime nights by 1.3%.  Prime nights are charged a higher nightly rate and are 
not discounted.

Retail operations income increased 3.5% from a 24.5% increase in RV Repair / 
Parts Store revenue and a decrease of 5.9% in General Store sales.  These 
large fluctuations were a result of managements' continuing program to 
increase RV Shop sales and the General Store's deficiency of supervisory 
management that was resolved prior to year end.  

Interest Income increased 2.2% as a result of carrying higher cash balances 
through most of the year.  Long term debt payoff occurred in the Fourth 
Quarter and the Company expects to see reduced interest income over the next 
several quarters due to reduced cash balances and increased capital 
expenditures.

Operating Expenses increased $98,678, or 5.7%, as a result of increasing 
maintenance staff, landscaping contract services, and associated projects to 
improve the Resort's appearance and efficiency.  The Board of Directors 
directed management to continue maintenance projects as needed to provide a 
first class resort for campers using recreational vehicles.

Depreciation Expense increased 10.4% due to the mid-fiscal 1996 year 
completion of the water outfall structure and the mid-fiscal 1997 year 
completion of site renovation project.

Interest Expense decreased by 35.8% due to accelerated prepayments of 
principal and debt payoff.

Loss on Disposal of Fixed Assets for 1997 of $92,191 represents the 
reclassification of certain assets determined no longer to have a useful life 
and were disposed of. 

Income before provision for taxes on income of $103,820 is reflective of the 
Company's pricing policies and continuing efforts to maximize resort services 
and value.  This income is within management's plan of operations.

Net income decreased by $98,756, or 54.1%, primarily as a result of the loss 
on disposal of fixed assets and the increase in operating expenses. 

14 of 37


<PAGE>

INFLATION has not had a significant impact on our profit position.  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 
affect operations and liquidity by raising the replacement cost of property 
and equipment.

YEAR 2000 COMPLIANCE within the Company's computerized systems, and the 
readiness of associated vendors has required ongoing assessment.  The Company 
has retained the services of a consultant to identify any and all hardware 
and software systems which may need to be upgraded or replaced.  All of the 
Company's integral systems, such as reservations and accounting, have been 
upgraded within the past year.  The Company presently believes that by 
modifying existing software, the Company's computer systems will not 
experience material operational problems as a result of the year 2000 issue.  
However, if such modifications are not made, or are not timely completed, the 
year 2000 issue could have a material adverse impact on the operations of the 
Company.  The most significant disruption would impact customer billings and 
collections and resort reservations. 

Vendors and institutions such as banks, service providers, and the stock 
transfer company are providing statements regarding their level of readiness 
or compliance.  Some Company functions could be disrupted if these businesses 
do not become year 2000 compliant within the required time frame.

The Company anticipates completing the year 2000 project by March 1, 1999, 
with an estimated cost of less than $25,000.  The Company does not presently 
have a formal contingency plan, because it believes the necessary 
modifications will be completed in the required time frame.  However, should 
it become evident that the year 2000 modifications will not be completed on a 
timely basis, the Company will explore alternatives to achieve compliance.

The costs of the project and the date on which the Company believes it will 
complete the year 2000 modifications are based on management's best estimates 
which were derived utilizing numerous assumptions of future events.  However, 
there can be no assurance that these estimates and timetable will be 
achieved, and actual results could differ materially from those anticipated.

ITEM 7  FINANCIAL STATEMENTS



15 of 37


<PAGE>


                [LETTERHEAD OF GLENN, BURDETTE, PHILLIPS & BRYSON]

                        INDEPENDENT AUDITORS' REPORT


Board of Directors
Pismo Coast Village, Inc.
Pismo Beach, California 93449

We have audited the accompanying balance sheets of Pismo Coast Village, Inc. 
as of September 30, 1998 and 1997, and the related statements of operations 
and retained earnings (deficit) and cash flows for each of the three years 
then ended September 30, 1998. 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 generally accepted auditing 
standards. Those standards require that we plan and perform the audits 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, 1998 and 1997, and the results of its operations and its 
cash flows for each of the three years then ended September 30, 1998, in 
conformity with generally accepted accounting principles.



/s/ GLENN, BURDETTE, PHILLIPS & BRYSON

Glenn, Burdette, Phillips & Bryson
Certified Public Accountants
A Professional Corporation

October 23, 1998




16 of 37

<PAGE>



PISMO COAST VILLAGE, INC.
BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
                                                        1997           1998
                                                        ----           ----
 <S>                                                <C>              <C>
                       ASSETS
                       ------
 CURRENT ASSETS
 Cash and cash equivalents                           $  831,756       $  410,062
 Accounts receivable                                     10,495            8,467
 Inventory                                               66,723           69,597
 Current deferred taxes                                  22,000           19,000
 Prepaid income taxes                                                     24,551
 Prepaid expenses                                        48,186           48,900
                                                     ----------       ----------
      Total current assets                              979,160          580,577

 PISMO COAST VILLAGE RECREATIONAL
    VEHICLE RESORT AND RELATED ASSETS -
    Net of accumulated depreciation                   5,337,587        5,569,029

 OTHER ASSETS                                            68,624            6,619
                                                     ----------       ----------
      Total Assets                                   $6,385,371       $6,156,225
                                                     ----------       ----------
                                                     ----------       ----------


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

 CURRENT LIABILITIES
 Accounts payable and accrued liabilities            $  123,415       $   86,479
 Accrued salaries and vacation                           45,540           37,394
 Rental deposits                                        214,705          184,379
 Income tax payable                                      45,000                 
                                                     ----------       ----------
      Total current liabilities                         428,660          308,252

 LONG-TERM LIABILITIES
 Long-term deferred taxes                                74,000           74,000
                                                     ----------       ----------
      Total liabilities                                 502,660          382,252
                                                     ----------       ----------
 STOCKHOLDERS' EQUITY
 Common stock - no par value, issued
      and outstanding 1,800 shares                    5,647,708        5,647,708
 Retained earnings                                      235,003          126,265
      Total stockholders' equity                      5,882,711        5,773,973
                                                     ----------       ----------
      Total Liabilities and Stockholders'
        Equity                                       $6,385,371       $6,156,225
                                                     ----------       ----------
                                                     ----------       ----------
</TABLE>

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


17 of 37

<PAGE>

                             PISMO COAST VILLAGE, INC.
              STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
                   YEARS ENDED SEPTEMBER 30, 1998, 1997, AND 1996
<TABLE>
<CAPTION>

                                           1998           1997           1996
                                           ----           ----           ----
<S>                                     <C>            <C>            <C>
INCOME
Resort operations                       $2,171,569     $2,152,360     $2,124,254
Retail operations                          496,475        461,525        445,876
Interest income                             15,904         15,246         14,922
                                        ----------      ----------    ----------
     Total income                        2,683,948      2,629,131      2,585,052
                                        ----------      ----------    ----------

COSTS AND EXPENSES
Operating expenses                       1,877,051      1,838,534      1,739,856
Cost of good sold                          289,690        264,928        255,060
Depreciation                               326,786        310,233        281,062
Amortization                                                1,326          1,325
Interest expense                               200         18,099         28,173
Loss on disposal of fixed assets            12,483         92,191               
                                        ----------      ----------    ----------
     Total costs and expenses            2,506,210      2,525,311      2,305,476
                                        ----------      ----------    ----------
INCOME BEFORE PROVISION FOR 
  TAXES ON INCOME                          177,738        103,820        279,576
Provision for taxes on income               69,000         20,000         97,000
                                        ----------      ----------    ----------

NET INCOME                                 108,738         83,820        182,576
RETAINED EARNINGS (DEFICIT)
Beginning of Year                          126,265         42,445       (140,131)
                                        ----------      ----------    ----------

END OF YEAR                             $  235,003      $ 126,265     $   42,445
                                        ----------      ----------    ----------
                                        ----------      ----------    ----------

EARNINGS PER SHARE                      $    60.41      $    46.57    $   101.43
                                        ----------      ----------    ----------
                                        ----------      ----------    ----------
</TABLE>

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

18 of 37
<PAGE>
                                       
                           PISMO COAST VILLAGE, INC.
                           STATEMENTS OF CASH FLOWS
                YEARS ENDED SEPTEMBER 30, 1998, 1997, AND 1996

<TABLE>
<CAPTION>

                                                                     1998           1997           1996
                                                                     ----           ----           ----
<S>                                                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                        $ 108,738      $  83,820      $ 182,576
                                                                  ---------      ---------      ---------
Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                     326,786        310,233        281,062
   Amortization                                                                      1,326          1,325
   Deferred income tax                                               (3,000)        14,000         40,293
   Loss on disposal of fixed assets                                  12,483         92,191
   (Increase) decrease in accounts receivable                        (2,028)        (2,345)         4,837
   (Increase) decrease in inventory                                  2,874         (10,505)         6,734
   Increase (decrease) in prepaid income taxes                       24,551        (24,551)
   Decrease in prepaid expenses                                         714         11,964         13,216
   (Increase) decrease in other assets                              (62,005)         5,034         (4,724)
   Increase (decrease) in accounts payable and
      accrued liabilities                                           36,936          19,356         (2,828)
   Increase (decrease) in accrued salaries and
     vacation payable                                                 8,146          2,279         (2,541)
   Increase (decrease) in rental deposits                            30,326        (13,589)        18,668
   Increase (decrease) in income taxes payable                       45,000        (45,000)        38,502
                                                                  ---------      ---------      ---------

          Total adjustments                                         420,783        360,393        394,544
                                                                  ---------      ---------      ---------

          Net cash provided by operating activities                 529,521       444,213         577,120
                                                                  ---------      ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                               (107,827)      (327,660)      (502,514)
                                                                  ---------      ---------      ---------

          Net cash used in investing activities                    (107,827)      (327,660)      (502,514)
                                                                  ---------      ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Retirement of debt                                                                (223,727)       (86,436)
                                                                                 ---------      ---------

          Net cash used in financing activities                                   (223,727)       (86,436)
                                                                                 ---------      ---------

          Net increase (decrease) in cash and cash equivalents      421,694       (107,174)       (11,830)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                       410,062        517,236        529,066 
                                                                  ---------      ---------      ---------

CASH AND CASH EQUIVALENTS - END OF YEAR                           $ 831,756      $ 410,062      $ 517,236
                                                                  ---------      ---------      ---------
                                                                  ---------      ---------      ---------

SCHEDULE OF PAYMENTS OF INTEREST AND TAXES
Payments for interest                                             $     200      $  18,099      $  28,173
Payments for income tax                                           $  17,300      $  75,611      $  18,318
</TABLE>

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

19 of 37


<PAGE>
                                       
                          PISMO COAST VILLAGE, INC.
                        NOTES TO FINANCIAL STATEMENTS
                      SEPTEMBER 30, 1998,  1997 AND 1996
                                          
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

INVENTORY

Inventory has been valued at the lower of cost or market on a first-in,
first-out basis.

DEPRECIATION AND AMORTIZATION

Depreciation of property and equipment is computed using an accelerated 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:

         Building and park improvements                5 to 40 years
         Furniture, fixtures, equipment and
           leasehold improvements                      5 to 31.5 years
         Transportation equipment                      5 to 10 years

EARNINGS PER SHARE

The earnings per share are based on the 1,800 shares issued and outstanding.

RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Reclassification of certain accounts reported in previously issued financial
statements have been made to enhance comparability with current financial
statements.

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all highly
liquid investments including certificates of deposit with a maturity of three
months or less when purchased, to be cash equivalents.


USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect certain reported amounts and disclosures.  Accordingly, actual 
results could differ from those estimates.

20 of 37


<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,  1998, 1997 AND 1996
PAGE 2

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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

At  September 30, 1998 and 1997, property and equipment, which are recorded at
cost, included the following:

<TABLE>
<CAPTION>
                                           1998                1997
                                           ----                ----
<S>                                     <C>                 <C>
Land                                    $2,680,850          $2,680,850
Building and park improvements           5,578,110           5,564,088
Furniture, fixtures, equipment                    
  and leasehold improvements             1,220,944           1,214,381
Transportation equipment                   200,400             200,450
Construction in progress                    32,559              15,890
                                        ----------          ----------
                                         9,712,863           9,675,659
Less accumulated depreciation            4,375,276           4,106,630
                                        ----------          ----------

                                        $5,337,587          $5,569,029
                                        ----------          ----------
                                        ----------          ----------
</TABLE>

NOTE 3 - LINE OF CREDIT


The Company has a revolving line of credit for $150,000.  The interest rate 
is variable at two percent over prime, with an initial rate of 10.50 percent 
expiring March 31, 1999.  The purpose of the loan is to augment operating 
cash needs in off-season months.  There were no outstanding amounts as of 
September 30, 1998 or 1997.

NOTE 4 - 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 spot.

21 of 37

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998, 1997 AND 1996
PAGE 3

NOTE 5 - INCOME TAXES

The provision for income taxes consists of the following components:

<TABLE>
<CAPTION>
                                            1998          1997           1996
                                            ----          ----           ----
   <S>                                   <C>            <C>            <C>
   Current:
      Federal                            $ 56,000       $              $ 62,000
      State                                16,000          9,000         25,000
                                         --------       --------       --------
                                           72,000          9,000         87,000
                                         --------       --------       --------
   Deferred:
      Federal                              (3,000)        11,000         38,000
      State                                                               2,000
                                         --------       --------       --------
                                           (3,000)        11,000         40,000

   Tax benefit of net operating loss
      carryforward:
         Federal                                                        (30,000)
                                         --------       --------       --------

                                         $ 69,000       $ 20,000       $ 97,000
                                         --------       --------       --------
                                         --------       --------       --------
</TABLE>

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

<TABLE>
<CAPTION>
                                           1998                         1997
                                           ----                         ----
                                   Current     Long-Term        Current      Long-Term
                                   -------     ---------        -------      ---------
   <S>                             <C>         <C>              <C>          <C>
   Deferred tax assets:
      Federal                      $19,000      $               $16,000       $       
      State                          3,000                        3,000

   Deferred tax liabilities:
      Federal                                    (53,000)                      (53,000)
      State                                      (21,000)                      (21,000)
                                   -------      --------        -------       --------

                                   $22,000      $(74,000)       $19,000       $(74,000)
                                   -------      --------        -------       --------
                                   -------      --------        -------       --------
</TABLE>

22 of 37

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998, 1997 AND 1996
PAGE 4


NOTE 5 - INCOME TAXES (CONTINUED)

The above deferred tax assets (liabilities) consist of the following temporary
differences:

<TABLE>
<CAPTION>
                                                           1998          1997
                                                           ----          ----
   <S>                                                  <C>            <C>
   Depreciation                                         $(74,000)      $(74,000)
                                                        --------       --------
        Total gross deferred tax liabilities             (74,000)       (74,000)
                                                        --------       --------

   Vacation accrual                                       12,000         10,000
   Miscellaneous                                          10,000          9,000
                                                        --------       --------
        Total gross deferred tax assets                   22,000         19,000
                                                        --------       --------

                                                        $(52,000)      $(55,000)
                                                        --------       --------
                                                        --------       --------
</TABLE>

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

<TABLE>
<CAPTION>
                                                            1998           1997           1996
                                                            ----           ----           ----
   <S>                                                      <C>            <C>            <C>

   Statutory federal income tax rate                        34.0%          34.0%          34.0%
   Increase (decreases):
     State income taxes, net of federal benefit              5.8            5.8            6.3
     Effect of graduated tax rates                          (4.0)         (10.4)          (5.1)
     Miscellaneous                                            .7            (.4)           (.6)
                                                            ----          -----           ----

        Effective Income Tax Rate                           36.5%          29.0%          34.6%
                                                            ----          -----           ----
                                                            ----          -----           ----
</TABLE>


23 of 37

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998, 1997 AND 1996
PAGE 5


NOTE 6 - OPERATING EXPENSES

Operating expenses for the years ended September 30, 1998, 1997 and 1996,
consisted of the following:

<TABLE>
<CAPTION>
                                          1998        1997         1996
                                          ----        ----         ----
 <S>                                  <C>         <C>          <C>
 Direct labor                         $  531,599  $  496,308   $  450,450
 Administrative salaries                 198,175     214,275      225,569
 Contract labor                              236         273          816
 Insurance                               146,357     146,028      148,302
 Payroll tax expense                      66,666      66,295       64,977
 Employee travel and training             13,099      25,194       15,778
 Property taxes                           48,280      32,194       39,673
 Taxes and licenses                        4,722       4,713        4,367
 Corporation expense                      52,719      53,386       46,257
 Advertising and promotion                37,341      45,447       50,583
 Telephone                                25,686      27,821       26,228
 Security                                 81,832      63,983       62,295
 Office supplies and expense              35,971      43,199       38,943
 Custodial supplies                        8,097       6,590        8,889
 Recreational supplies                    12,448       4,056        4,211
 Professional services                    28,383      25,580       24,413
 Retail operating supplies                 3,593       4,647        3,102
 Repairs and maintenance                  84,150      86,036       63,487
 Contract services                       103,859     103,957       91,654
 Equipment lease                           3,514       2,551        1,850
 Utilities                               230,883     246,989      228,750
 Auto and truck expense                   44,277      30,008       28,756
 Rent - storage lots                      63,048      61,020       59,769
 Bad debts                                 1,279          18        1,277
 Service charges                          34,843      33,617       36,969
 Uniforms                                  8,314       7,814        5,904
 Miscellaneous                             7,680       6,535        6,587
                                      ----------  ----------   ----------
      Total Operating Expenses        $1,877,051  $1,838,534   $1,739,856
                                      ----------  ----------   ----------
                                      ----------  ----------   ----------
</TABLE>

24 of 37

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998, 1997 AND 1996
PAGE 6


NOTE 7 - OPERATING LEASES

The Company leases two pieces of property to use as storage lots.  One is 
leased under a cancelable month-to-month lease.  The other was entered into 
effective January 1, 1997, for five years with an option to extend the lease 
for an additional five years.  Monthly lease payments are currently $2,245 
and are increased annually based on the Consumer Price Index.  Future minimum 
lease payments under the second lease and an obligation to lease equipment 
are as follows:

<TABLE>
<CAPTION>
   YEAR ENDED SEPTEMBER 30,
   <S>                                   <C>
            1999                         $  29,244
            2000                            29,052
            2001                            26,940
            2002                            20,205
                                          --------
            Total                         $105,441
                                          --------
                                          --------
</TABLE>

Rent expense under these agreements was $29,076, $27,712 and $25,740 for the 
years ended September 30, 1998, 1997 and 1996, respectively.

NOTE 8 - COMMITMENTS

On April 20, 1998, the Company entered into an agreement to purchase a 
six-acre parcel for $495,000 to store recreational vehicles.  Purchase of the 
property is contingent upon approval from the San Luis Obispo County Board of 
Supervisors. Escrow is scheduled to close in January of 1999.  At September 
30, 1998, the Company has deposited $58,000 into an escrow account toward the 
purchase price. These amounts are shown in noncurrent other assets.

25 of 37

<PAGE>


ITEM 8  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE

Inapplicable.
 

                                   PART III

ITEM 9    DIRECTORS, EXECUTIVE OFFICERS, 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 
on January 17, 1998.  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.

(b)  The following is a list of the Company's Directors and Executive 
Officers setting forth their functions and experience.  There is no familial 
relationship between the Directors nor between the Directors and the 
Officers.  There is no understanding or agreement under which the Directors 
hold office.

HOWARD ALLARD, DIRECTOR 

Howard Allard, age 73, resides at 5161 Diablo Drive, Sacramento, California 
95842.  He has a Master's degree in education administration from California 
State University, Sacramento.  He was an elementary school principal in the 
Rio Linda Union School District for 29 years prior to retirement in 1985.  He 
has been a partner since 1978 in Allard Enterprises which maintains rental 
properties, and he has also been a partner since 1982 in Allard Limousine.  
Mr. Allard has served on the Board for 18 years, including three years as 
President, two years as Secretary, and one year as Vice President - 
Administration.
 
EMILY BARTON, DIRECTOR

Emily Barton is 66 years old.  She resides at 4008 Glenbrook Avenue, 
Bakersfield, California  93306.  She holds an inactive B-1 California 
Contractors License and a supplemental Swimming Pool License C-53.  She was 
active in the building business for many years.  She is still active in the 
remodeling and rehabilitation of her properties.  She has been in the rental 
business for 31 years and is currently active in the rental business.  Her 
specialty is buying foreclosures.  She holds an inactive life and disability 
insurance license and is associated with Cross Town Insurance Co.  She is 
past president of B'nai B'rith Women Bakersfield Chapter #69.  Under her 
leadership, B'nai B'rith Women received many community service awards.  She 
has served on the Board for six years.

26 of 37


<PAGE>

DONALD BIANCHI, DIRECTOR

Donald Bianchi is 75 years old.  He resides at 3605 Belle Terrace, 
Bakersfield, California  93309.  He retired from the U.S. Air Force as a 
Lieutenant Colonel in 1983 and served as president of The Retired Officers 
Association in 1994.  He was a traffic officer, pilot and accident follow-up 
officer for the California Highway Patrol for 31 years until his retirement 
in 1978.  He served as vice president of the Kern Kiwanis and is an active 
member of the Masonic Lodge, serving as a director in the Kern Shrine Club.  
He is now a licensed state investigator in private practice and monitor for 
California traffic schools.  He has served on the Board for 23 years.

KURT BRITTAIN, DIRECTOR 

Kurt Brittain is 68 years old and resides at 15890 La Porte Court, Morgan 
Hill, California  95037.  After his Marine Corps service, he was employed for 
more than 33 years by Orange County, California, before 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 26 parks, three of which were camping 
parks.  He has completed extension courses in business administration, 
management, recreation and real estate.  He has served on the Board for nine 
years; including one year as Vice President - Administration, one year as 
Vice President - Secretary, and five years as Executive Vice President.

ALBERT BROWN, DIRECTOR

Albert Brown is 75 years old.  He resides at 22718 Lone Eagle Road, Apple 
Valley, California  92308.  He was employed at Hughes Aircraft for 20 years, 
from 1945 to 1965, TRW Systems for 3 1/2 years, from 1965 to 1968, and Rohr 
Industry, Inc., for 11 1/2 years, from 1968 until retirement in 1979.  He 
worked his way up from being an assembler to a senior industrial engineer, 
reporting directly to the manager of industrial engineering.  He has 
completed extensive continued education in the field of industrial 
engineering at U.S.C.  He is an instructor with the A.A.R.P. 55-Alive Senior 
Driving Course.  He has served on the Board of Directors for 13 years, 
including two years as Vice President -Administration.

HARRY BUCHAKLIAN, DIRECTOR AND EXECUTIVE VICE PRESIDENT

Harry Buchaklian is 66 years old.  He resides at 1361 E. Ticonderoga Drive, 
Fresno California  93720.  He 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 has 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 served on the Board for 14 accumulative years, 
including most recently from September 1995 to present, and is currently 
serving as Executive Vice President.

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<PAGE>

FRANK DRAKE, DIRECTOR AND VICE PRESIDENT - ADMINISTRATION

Frank Drake is 57 years old.  He resides at 9511 Birch Creek Court, 
Bakersfield, California 93312.  Mr. Drake has an A.A. degree from Bakersfield 
College, and holds an administration of justice lifetime vocational teaching 
credential from U.C.L.A.  Mr. Drake retired after 20 years with the Kern 
County Sheriffs Department where he was commander of detective, 
administration and jail facilities.  Following his retirement from the 
Sheriff's Department in 1988, he was employed as a safety consultant with 
State Compensation Insurance Fund assisting clients in complying with OSHA 
and other safety standards.  He retired from this position in December 1995.  
Mr. Drake has served on the Board for three years, and is currently serving 
as Vice President - Administration.

NORMAN GOULD, DIRECTOR

Norman Gould is 79 years old.  He resides at 10597 Road 30, Madera, 
California 93637.  He has a B.A. in education and an M.A. in administration.  
His occupation prior to retirement in 1986 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.  He is currently on the board of directors of 
Valley Teen Ranch, Inc. Mr. Gould also serves as the president of the board 
of directors for Camp Sugar Pine, Inc., a nonprofit corporation.  He has 
served on the Board for 20 accumulative years, including most recently from 
March 1993 to present, serving nine years as President, one year as Treasurer 
and two years as Secretary.

EDWARD HINDS, JR., DIRECTOR AND VICE PRESIDENT - SECRETARY

Edward (Dee) Hinds, Jr., age 71, resides at 3416 West Magill Avenue, Fresno, 
California  93711.  Prior to his retirement in 1988, he was employed for more 
than 38 years by Bank of America serving as a branch officer, vice president, 
manager and regional credit administrator.  He has served on the Board for 18 
years, and is currently serving a sixth year as Vice President - Secretary.

TERRIS HUGHES, DIRECTOR

Terris (Terry) Hughes, is 49 years old and resides at 2426 Sunset, Wasco, 
California 93280.  Mr. Hughes holds an A.A. degree from Bakersfield Junior 
College in police science.  He was employed by Cal Resources LLC for 23 
years, from 1973 to 1997, holding the position of senior training technician 
for the last 10 years of that time.  Mr. Hughes is currently employed as a 
safety management advisor 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 served on the Board for three years.

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<PAGE>

LARRY KELLER, DIRECTOR

Larry Keller, age 45, resides at 3807 Mesa Grande, Bakersfield California 
93304. Mr. Keller founded and operated Nooner Food Service from 1979 until 
1992, providing on-site food service of up to 13,000 meals per day at fire 
camps for the U. S. Forest Service throughout 11 western states.  He also 
served as president, vice president and secretary/treasurer of the Western 
Forest Fire Catering Association.  Since 1992 Mr. Keller has been 
self-employed at Presidio Business Center, a commercial real estate 
management company he owns and manages.  Mr. Keller has served on the Board 
for three years.

RONALD NUNLIST, DIRECTOR

Ronald Nunlist, age 60, resides at 1105 Minter Avenue, Shafter, California 
93263.  Mr. Nunlist has been employed in the oil business for many years.  
From 1995 to June 1997 he was employed as an operations foreman by Cal 
Resources LLC, an oil industry company owned by Shell Oil Corporation.  Since 
June 1997, Mr. Nunlist has been employed by Aera Energy LLC, an oil industry 
company formed between the Shell Oil and Mobil Oil Corporations, as a 
logistics specialist.  He has served on the Board for 13 years, including 
five years as President.

JERALD PETTIBONE, DIRECTOR AND PRESIDENT 

Jerry Pettibone, age 72, resides at 4179 Court Drive, Santa Cruz, California 
95062.  He sold and retired from his company, Pettibone Signs, in Santa Cruz 
in October 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 1985-1986.  He 
served on the board of directors of the California Electric Sign Association 
for 22 years and was elected a director emeritus.  Also active in Rotary 
Club, he is a charter member and past president of the Capitola/Aptos Club.  
He served as district governor of Rotary District 5170 in 1983-1984.  He has 
served on the Board for six years, including three years as Chief Financial 
Officer, and is currently serving a second year as President.

RICHARD PROSCHOLD, DIRECTOR

Richard Proschold, age 69, resides at 5717 Maywood Drive, Foresthill, 
California 95631.  Mr. Proschold worked his entire career in and for the 
printing and communications industry.  In 1969, he became President/CEO of 
Graphic Arts Credit Union in Sacramento, California, which served the 
families of the industry with their financial needs.  At the time he took the 
helm, the credit union had 400 members.  In 1989, he completed a merger of 
Graphic Arts Credit Union and its 5,000 active members into S.A.F.E. Federal 
Credit Union, also in Sacramento, to benefit the membership with more 
expanded services.  Mr. Proschold remained with S.A.F.E. until 1992 when he 
retired, and has since enjoyed traveling.  Mr. Proschold has served on the 
Board for two years.

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<PAGE>

THOMAS ROURKE, DIRECTOR

Thomas Rourke is 61 years old.  He resides at 899 Stagi Lane, Los Altos, 
California 94024.  Mr. Rourke graduated from the University of Massachusetts 
in 1965 with a B.B.A. degree.  He was vice president of operations at Lynch 
Communications, Inc., in Reno, Nevada from 1980-1982, and president of Lynch 
Circuits, Inc., in Sunnyvale, California from 1982-1987.  He is currently 
president and chairman of the board of Startech Electronics, Inc., a company 
that produces electronic products, in Mountain View, California, a position 
he has held since 1988.  Mr. Rourke has served on the board for three years.

HENRY VALENTIA, DIRECTOR

Henry Valentia is 73 years old.  He resides at 2007 Cardinal Way, Fairfield, 
California  94533.   He retired from the U.S. Air Force as a Lieutenant 
Colonel in 1969.  He has a degree in industrial management and an A.A. in 
business administration.  Mr. Valentia also retired from Chevron Corporation 
as a safety engineer in 1984.  From June 1979 to June 1984 he served on the 
board of directors at Travis Air Force Base Credit Union on its finance 
committee.  Mr. Valentia has also served four years as treasurer on the board 
of directors for Lawrence Welk Desert Oasis, Palm Springs, California.  He 
has served on the Board for 12 years, including two years as Vice President - 
Administration.

JACK WILLIAMS, DIRECTOR, VICE PRESIDENT - FINANCE, AND CHIEF FINANCIAL OFFICER

Jack Williams is 48 years old.  He resides at 7801 Revelstoke Way, 
Bakersfield, California  93309.  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.  Mr. 
Williams established his own C.P.A. practice in 1983.  He is currently 
employed as a Financial Analyst by Texaco Oil Corporation in the Bakersfield 
area.  He has served on the Board of Directors for four years, and is 
currently serving a second year as Chief Financial Officer and Vice President 
- Finance.

CHARLES ZAHKA, DIRECTOR

Charles Zahka, age 72, resides at 6300 Alonzo Avenue, Encino, California  
91316. He retired as vice president of the Broadway Department Stores in 1990 
after 20 years.  He presently serves as a private management consultant.  Mr. 
Zahka is president of the Stroke Association of Southern California and vice 
chairman of the Better Business Bureau of the Southland.  He has served on 
the Board for ten years, including one year as Secretary and one year as 
President.

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<PAGE>
                                       
                       OTHER OFFICERS AND KEY EMPLOYEES:

JAY JAMISON, ASSISTANT CORPORATE SECRETARY AND GENERAL MANAGER

Jay Jamison, 45 years old, has been employed by the Company since June 1997 
as General Manager and serves as Assistant Corporate Secretary.  He resides 
at 17105 Oak Road, Atascadero, California  93422.  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 located near Hollister, California.  He also managed resorts in Acton 
and Idyllwild in Southern California.  Prior to his employment with the 
Company, Mr. Jamison managed Sugarloaf Marina and Resort on Lake Shasta in 
Northern California from 1995 to 1997.   He is active in 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.

ROGER C. LYON, JR., ASSISTANT CORPORATE SECRETARY AND GENERAL COUNSEL

Roger C. Lyon, Jr., is a practicing attorney in the State of California and 
owns his law firm, Lyon and Carmel, Attorneys-at-Law.  His business address 
is 1104 Palm Street, Post Office Box 922, San Luis Obispo, California  93406. 
 Mr. Lyon has acted as outside general counsel to the Corporation since 1984.

FURTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS

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.

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<PAGE>

ITEM 10  EXECUTIVE COMPENSATION

No Officer or Director was paid more than $100,000 during the past fiscal 
year.

REMUNERATION OF DIRECTORS

The directors received no cash remuneration for their service.  However, the 
directors are entitled to mileage reimbursement for travel to and from 
meetings upon request.  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, 1998, was estimated at $19,698.40.

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 its last fiscal 
year.

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS MANAGEMENT

(a)  No person owns beneficially of record more than 5% of the Company's 
securities.

SECURITY OWNERSHIP OF MANAGEMENT

(b)  The following sets forth the securities beneficially owned, directly, by 
all directors and officers as a group as of September 30, 1998:               

<TABLE>
<CAPTION>
                                                 AMOUNT OF       PERCENT
BOARD MEMBER                 TITLE OF CLASS      OWNERSHIP      OF CLASS
<S>                          <C>                 <C>            <C>
Howard Allard                 Common Stock        1 Share        0.056%
5161 Diablo Ave
Sacramento CA 95842

Emily Barton                  Common Stock        2 Shares       0.111%
4008 Glenbrook Ave
Bakersfield CA 93306
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
                                                 AMOUNT OF       PERCENT
BOARD MEMBER                 TITLE OF CLASS      OWNERSHIP      OF CLASS
<S>                          <C>                 <C>            <C>
Donald Bianchi                Common Stock        2 Shares       0.111%
3605 Belle Terrace
Bakersfield CA 93309

Kurt Brittain                 Common Stock        2 Shares       0.111%
15890 La Porte Ct
Morgan Hill CA 95037

Albert Brown                  Common Stock        2 Shares       0.111%
22718 Lone Eagle Rd
Apple Valley CA 92308

Harry Buchaklian              Common Stock        1 Share        0.056%
1361 E Ticonderoga Dr
Fresno, CA 93720

Frank Drake                   Common Stock        1 Share        0.056%
9511 Birch Creek Ct
Bakersfield CA 93312

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

Edward Hinds, Jr.             Common Stock        1 Share        0.056%
3416 W Magill Ave
Fresno CA 93711

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

Larry Keller                  Common Stock        2 Shares       0.111%
3807 Mesa Grande
Bakersfield CA 93304

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

Jerald Pettibone              Common Stock        1 Share        0.056%
4179 Court Dr
Santa Cruz CA 95062
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
                                                 AMOUNT OF       PERCENT
BOARD MEMBER                 TITLE OF CLASS      OWNERSHIP      OF CLASS
<S>                          <C>                 <C>            <C>
Richard Proschold             Common Stock        1 Share        0.056%
5717 Maywood Dr
Foresthill CA 95631-9636

Thomas Rourke                 Common Stock        2 Shares       0.111%
899 Stagi Ln
Los Altos CA 94024

Henry Valentia                Common Stock        3 Shares       0.167%
2007 Cardinal Way
Fairfield CA 94533

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

Charles Zahka                 Common Stock        2 Shares       0.111%
6300 Alonzo Way
Encino CA 91316

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

All such shares are owned beneficially and of record, 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.

CHANGES IN CONTROL
                                   Not applicable

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

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<PAGE>

                                   PART IV

ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K

(a.)  Documents Filed as Part of the Report:

      Independent Auditor's Report

      Balance Sheets as of September 30, 1998 and 1997 

      Statements of Operations and Retained Earnings (Deficit) for the years
      ended September 30, 1998, 1997 and 1996 

      Statements of Cash Flows for the years ended September 30, 1998, 1997 and
      1996 

      Notes to Financial Statements

(b.)  Reports on Form 8-K:  None have been filed during the last quarter of the
      period covered by this report.


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<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Company has duly caused this report to be signed on 
its behalf by the undersigned, thereunto duly authorized.

PISMO COAST VILLAGE, INC.

By:  /s/ Jerald Pettibone                         Date: November 14, 1998
     Jerald Pettibone, President 
     and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Company and in the capacities and on the dates indicated.

By:  /s/ Linda Davidson                           Date: November 14, 1998  
     ------------------------------------               -----------------
     Linda Davidson, Controller
     and Principal Accounting Officer


By:  /s/ Jerald Pettibone                         Date: November 14, 1998  
     ------------------------------------               -----------------
     Jerald Pettibone, President 
     and Chairman of the Board

By:  /s/ Harry Buchaklian                         Date: November 14, 1998
     ------------------------------------               -----------------
     Harry Buchaklian, Executive Vice 
     President and Director

By:  /s/ Edward Hinds, Jr.                        Date: November 14, 1998
     ------------------------------------               -----------------
     Edward Hinds, Jr., Vice President - 
     Secretary and Director

By:  /s/ Jack Williams                            Date: November 14, 1998  
     ------------------------------------               -----------------
     Jack Williams, Chief Financial Officer, 
     Vice President - Finance and Director

By:  /s/ Frank Drake                              Date: November 14, 1997
     ------------------------------------               -----------------
     Frank Drake, Vice President - 
     Administration and Director 

By:  /s/ Howard Allard                            Date: November 14, 1998
     ------------------------------------               -----------------
     Howard Allard, Director

By:  /s/ Emily Barton                             Date: November 14, 1998  
     ------------------------------------               -----------------
     Emily Barton, Director

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<PAGE>

By:  /s/ Donald Bianchi                           Date: November 14, 1998  
     ------------------------------------               -----------------
     Donald J. Bianchi, Director

By:  /s/ Kurt Brittain                            Date: November 14, 1998  
     ------------------------------------               -----------------
     Kurt Brittain, Director

By:  /s/ Albert Brown                             Date: November 14, 1998  
     ------------------------------------               -----------------
     Albert Brown, Director

By:  /s/ Norman Gould                             Date: November 14, 1998
     ------------------------------------               -----------------
     Norman Gould, Director

By:  /s/ Terris Hughes                            Date: November 14, 1998
     ------------------------------------               -----------------
     Terris Hughes, Director

By:  /s/ Larry Keller                             Date: November 14, 1998
     ------------------------------------               -----------------
     Larry Keller, Director

By:  /s/ Ronald Nunlist                           Date: November 14, 1998
     ------------------------------------               -----------------
     Ronald Nunlist, Director

By:  /s/ Richard Proschold                        Date: November 14, 1998
     ------------------------------------               -----------------
     Richard Proschold, Director

By:  /s/ Thomas Rourke                            Date: November 14, 1998
     ------------------------------------               -----------------
     Thomas Rourke, Director 

By:  /s/ Henry Valentia                           Date: November 14, 1998
     ------------------------------------               -----------------
     Henry Valentia, Director

By:  /s/ Charles Zahka                            Date: November 14, 1998
     ------------------------------------               -----------------
     Charles Zahka, Director

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