<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

(Mark                             FORM 10-QSB
 One)                             -----------

 [X]
  -
                QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
 [ ]
  -
                TRANSITION REPORT UNDER SECTION 13 OR 15 (D)
                              OF THE EXCHANGE ACT

                For the period of transition from          to
                                                 ----------  ----------
                          Commission File No. 0-1322

                          KNICKERBOCKER VILLAGE, INC.
                          ---------------------------
            (Exact name of registrant as specified in its Charter)



           NEW YORK                                     13-0924285
           --------                                     ----------
 (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification No.)



   10 Monroe Street, New York, N.Y.                        10002
   --------------------------------                        -----
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code (212) 227-0955



Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.


                                 YES  X     NO
                                    ------    ------



The number of shares outstanding of each of the issuer's classes of common
stock, as of the close of the period covered by this report is 147,464, $2.15
par value.

Total number of sequentially numbered pages - 14
No exhibits filed.
<PAGE>

                                  FORM 10-QSB
                          KNICKERBOCKER VILLAGE, INC.
                                 BALANCE SHEET
                              AS OF JUNE 30, 1999
                                  (UNAUDITED)
    Assets
    ------

Current Assets:
  Cash and cash equivalents                    $   721,944
  Accounts receivable (less allowance for
  doubtful accounts of $304,000)                   140,418
  Interest and other receivables                     8,513
  Prepaid expenses and other current assets      1,091,067
  Deferred tax asset, net                           84,000
                                               -----------
       Total Current Assets                      2,045,942
                                               -----------

Special Funds And Deposits:

  Funds for replacements, painting
            and decorating                         621,491
  Tenants' security deposits - contra              679,639
                                               -----------
       Total Special Funds and Deposits          1,301,130
                                               -----------

Fixed Assets, At Cost:
  Land                                           3,273,281
  Buildings and building equipment              16,364,874
                                               -----------
                                                19,638,155
  Less: Accumulated depreciation                12,226,772
                                               -----------
       Net Fixed Assets                          7,411,383
                                               -----------

Other Assets:
  Deferred Tax Asset, Net                          268,000
  Other Assets                                     106,761
                                               -----------
                                                   374,761
                                               -----------
            TOTAL ASSETS                       $11,133,216
                                               ===========




In the opinion of management, the accompanying financial statements of
Knickerbocker Village, Inc. as at June 30, 1999 and for the related periods then
ended include all adjustments necessary in order to make the financial
statements not misleading.

                                       2
<PAGE>

                    FORM 10-QSB KNICKERBOCKER VILLAGE, INC.
                                 BALANCE SHEET
                              AS OF JUNE 30, 1999
                                  (UNAUDITED)

    Liabilities And Stockholders' Equity
    ------------------------------------

Current Liabilities
  Accounts payable and accrued expenses           $ 2,194,491
  Unearned rental income                               85,394
  Dividends payable                                    19,023
  Income tax payable                                  143,800
  Current portion of long-term debt                    92,819
  Current portion of capital lease obligation           7,814
                                                  -----------

       Total Current Liabilities                    2,543,341

Tenants' Security Deposits - Contra                   679,639

Other Liabilities                                       5,055

Long-Term Debt, less current portion                6,018,866

Capital Lease Obligation, less current portion          1,108
                                                  -----------

       Total Liabilities                            9,248,009
                                                  -----------

Commitments and Contingencies

Stockholders' Equity:
  Limited dividend capital stock,
     par value $2.15 per share,
     Authorized - 348,837 shares;
     issued and outstanding - 147,464                 317,048
  Retained earnings                                 1,568,159
                                                  -----------

       Total Stockholders' Equity                   1,885,207
                                                  -----------

    Total Liabilities And Stockholders' Equity    $11,133,216
                                                  ===========


In the opinion of management, the accompanying financial statements of
Knickerbocker Village, Inc. as at June 30, 1999 and for the related periods then
ended include all adjustments necessary in order to make the financial
statements not misleading.

                                       3
<PAGE>

                                  FORM 10-QSB
                          KNICKERBOCKER VILLAGE, INC.
     STATEMENTS OF NET INCOME, COMPREHENSIVE INCOME AND RETAINED EARNINGS
               FOR THE SIX MONTHS ENDED  JUNE  30, 1999 AND 1998
                                  (UNAUDITED)

                                                        1999        1998
                                                     ----------  ----------
Revenues:
  Rentals                                            $5,242,797  $5,058,571
  Other income                                           13,315       4,996
                                                     ----------  ----------
                                                      5,256,112   5,063,567
                                                     ----------  ----------

Expenses:
  Wages and related costs                             1,223,435   1,192,336
  Real estate taxes                                     384,130     402,167
  Utilities                                             786,861     800,179
  Maintenance, repairs and decorating                   532,320     524,412
  Depreciation and amortization                         269,411     269,213
  Mortgage and other interest                           272,491     275,785
  Management and administrative fee                     475,932     454,318
  Provision for doubtful accounts                         3,078           0
  Miscellaneous operating and general expenses          782,878     745,325
                                                     ----------  ----------

                                                      4,730,536   4,663,735
                                                     ----------  ----------

Income before income taxes                              525,576     399,832

Provision for income taxes                              236,000     187,000
                                                     ----------  ----------

Net income and comprehensive income                     289,576     212,832
                                                     ----------  ----------

Retained earnings at beginning of the period          1,278,583   1,134,645
                                                     ----------  ----------

Retained earnings at end of the period               $1,568,159  $1,347,477
                                                     ==========  ==========

Earnings per share                                   $     1.96  $     1.44
                                                     ==========  ==========



In the opinion of management, the accompanying financial statements of
Knickerbocker Village, Inc. as at June 30, 1999 and for the related periods then
ended include all adjustments necessary in order to make the financial
statements not misleading.

                                       4
<PAGE>

                                  FORM 10-QSB
                          KNICKERBOCKER VILLAGE, INC.
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE  30, 1999 AND 1998
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  1999         1998
                                                               -----------  ----------
<S>                                                            <C>          <C>
Cash flows from operating activities:
  Net income                                                   $  289,576   $ 212,832
  Adjustments to reconcile net income to net
  cash used in operating activities:
       Depreciation and amortization                              269,411     269,213
       Provision for bad debts                                      3,078           0
       Deferred income taxes                                      (32,000)    (33,000)
       Changes in assets (increase) decrease:
            Rents Receivable                                       (1,011)     35,397
            Interest and other receivables                        155,538      11,849
            Prepaid expenses and other current assets             585,723      92,136
       Changes in liabilities increase (decrease):
            Accounts payable and accrued expenses                  53,200    (217,682)
            Unearned rental income                                 57,898      44,849
            Other liabilities                                    (165,652)    (77,790)
                                                               ----------   ---------
       Net cash provided by operating activities                1,215,761     337,804
                                                               ----------   ---------

Cash Flows From Investing Activities:
  Interest earned on reserve fund investments                      (3,441)     (2,061)
  Capital expenditures                                            (75,129)   (172,169)
  Contributions of cash from operations to replacement fund      (519,450)   (395,000)
  Reimbursement of expenditures paid by housing company
   from replacement fund                                           58,993     236,973
                                                               ----------   ---------
  Net cash used in investing activities                          (539,027)   (332,257)
                                                               ----------   ---------

Cash flows from financing activities:
  Payments on long-term debt                                      (43,544)    (40,008)
  Payments on capital lease obligation                             (4,202)     (4,202)
  Bank overdraft                                                               62,355
                                                               ----------   ---------
  Net cash provided by (used in) financing activities             (47,746)     18,145
                                                               ----------   ---------

Net increase in cash                                              628,988      23,692
Cash at beginning of period                                        92,956       2,479
                                                               ----------   ---------
Cash at end of period                                          $  721,944   $  26,171
                                                               ==========   =========

Supplemental Disclosures Of Cash Flow Information:
  Cash paid during the period for:
  Interest                                                     $  260,000   $ 264,000
  Income taxes                                                    124,000      70,000
</TABLE>

In the opinion of management, the accompanying financial statements of
Knickerbocker Village, Inc. as at June 30, 1999 and for the related periods then
ended include all adjustments necessary in order to make the financial
statements not misleading.

                                       5
<PAGE>

                          KNICKERBOCKER VILLAGE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 1999 AND 1998


NOTE 1 -  CORPORATE ORGANIZATION
          ----------------------

     Knickerbocker Village, Inc. (the "Company"), is a public, limited dividend
     housing company formed pursuant to the Housing Laws of the State of New
     York, on September 5, 1933.  The Company is regulated by the Division of
     Housing and Community Renewal ("DHCR"), a New York State regulatory agency.
     The Company is located in lower Manhattan and operates approximately 1,600
     rental units ranging in size from studios through three bedroom apartments.
     The Company requires one (1) month's rent as a security deposit on all
     apartments.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

     REVENUE RECOGNITION
     -------------------

     The Company recognizes revenue in the accounting period that corresponds to
     the month for which rental income is billed.  Rents received but not
     recognized as revenue as of June 30, are recorded as unearned rental
     income.

     CASH AND CASH EQUIVALENTS
     -------------------------

     For the purposes of the statements of cash flows, the Company considers all
     highly liquid debt instruments purchases with a maturity of three months or
     less to be cash equivalents.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS
     -------------------------------

     Bad debts are provided for on the allowance method based on historical
     experience and management's evaluation of outstanding rents receivable.

     FIXED ASSETS
     ------------

     Fixed assets consists primarily of building improvements and equipment and
     are recorded at cost.  Depreciation is provided for financial statement
     purposes on the straight-line method, over the estimated useful lives of
     the fixed assets, which range from 5 to 30 years.  For federal income tax
     purposes, depreciation is provided for on the straight-line and accelerated
     methods.

     Expenditures for maintenance and repairs are charged to operations as
     incurred.  Upon sale or retirement of property, the cost and accumulated
     depreciation are removed from the respective accounts and any gain or loss
     is reflected in operations for the period.  Depreciation expense was
     approximately $263,000 for the six months ended June 30, 1999 and 1998.

     INCOME TAXES
     ------------

     Deferred tax assets and liabilities reflect the tax consequences on future
     years of differences between the tax bases of assets and liabilities, and
     their financial reporting amounts, using enacted tax rates in effect for
     the year in which the differences are expected to reverse.

                                       6
<PAGE>

                          KNICKERBOCKER VILLAGE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 1999 AND 1998


     CONCENTRATION OF CREDIT RISK
     ----------------------------

     The Company places its cash and investments for its Replacement Fund (See
     Note 3) with a high quality credit institution.  At times such investments
     may be in excess of FDIC insured limits.

     ESTIMATES
     ---------

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     -----------------------------------

     The following methods and assumptions were used to estimate the fair value
     of each class of financial instruments:

     1. Cash and cash equivalents - The carrying amounts approximate fair value
        because of the short maturity of these instruments.
     2. Investments - Fair value approximates quoted market value.
     3. Receivables - The carrying amount approximates fair value because of the
        short maturity of these instruments.
     4. Debt - The carrying amounts approximate fair value based on borrowing
        rates currently available to the Company for bank loans with similar
        terms.

     IMPAIRMENT OF LONG-LIVED ASSETS
     -------------------------------

     In accordance with SFAS No. 121, "Accounting For the Impairment of Long-
     Lived Assets and For Long-Lived Assets To Be Disposed Of", the Company
     reviews its long-lived assets, including property and equipment, and
     intangible assets for impairment whenever events or changes in
     circumstances indicate that the carrying amount of the assets may not be
     fully recoverable.  To determine recoverability of its long-lived assets,
     the Company evaluates the probability that future undiscounted net cash
     flows will be less than the carrying amount of the assets.  Impairment
     costs, if any, are measured by comparing the carrying amount of the related
     assets to their fair value.

     COMPREHENSIVE INCOME
     --------------------

     The company adopted SFAS No. 130, "Reporting Comprehensive Income" in 1998
     for the years ended December 31, 1998 and 1997. There are no items of other
     comprehensive income as defined in the pronouncement.

                                       7
<PAGE>

                          KNICKERBOCKER VILLAGE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 1999 AND 1998


NOTE 3 -  REPLACEMENT, PAINTING AND DECORATING FUNDS
          ------------------------------------------

     Maintenance of these funds is requested by the Commissioner of the Housing
     and Community Renewal of the State of New York.  These funds were comprised
     of the following at June 30, 1999:

                      Cash                      $ 621,491
                                                =========

NOTE 4 -  LONG-TERM DEBT
          --------------

     On January 30, 1997, the Company entered into an extension and modification
     agreement with The Greater New York Savings Bank, now known as Astoria
     Federal Savings Bank (the "Bank") for the principal amount of $6,300,000.
     The mortgage is payable in monthly installments of $50,729, inclusive of
     interest at the rate of 8 1/2% per annum and is due on February 1, 2007.
     On the maturity date, the Company may pay the remaining principal balance,
     or extend the term of the mortgage for an additional five (5) years.  The
     mortgage is collateralized by land, buildings and boilers.  The aggregate
     maturities for long-term debt for the five years after June 30, 1999 are
     approximately $93,000 (2000); $101,000 (2001); $110,000 (2002); $120,000
     (2003); $130,000 (2004); $5,558,000 (thereafter).

NOTE 5 -  CAPITAL LEASE OBLIGATIONS
          -------------------------

     The Company leases certain equipment under long term leases and has the
     option to purchase the equipment at a nominal cost at the termination of
     the leases.  Included in buildings and building equipment are the following
     assets held under capital leases:

            Building equipment                                 $34,961
            Less accumulated depreciation                        9,828
                                                               -------
                                                               $25,133
                                                               =======

     Future minimum payments for assets under capital leases are as follows at
     June 30, 1999

            Year Ending June 30
            -------------------
            1999                                               $ 9,972
            2000                                                 1,489
                                                               -------

            Total minimum lease payments                        11,461
            Less amounts representing interest                   2,539
                                                               -------
            Present value of net minimum lease payments          8,922
            Less current portion                                 7,814
                                                               -------
            Long-term obligation                               $ 1,108
                                                               =======

                                       8
<PAGE>

                          KNICKERBOCKER VILLAGE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 1999 AND 1998


NOTE 6 -  DIVIDENDS PAYABLE AND CAPITAL STOCK
          -----------------------------------

     The holders of the Company's capital stock cannot at any time receive, in
     repayment of their investment, any sums in excess of the par value of the
     stock together with cumulative dividends at the rate of 6% of par value per
     annum (without interest).  Any surplus in excess of such amounts upon
     dissolution reverts to the public authorities.

     Cumulative dividends unpaid to June 30, 1999 amounted to $570,689 or
     approximately $3.87 per share and unpaid to June 30, 1998 amounted to
     $551,666 or approximately $3.74 per share.  Dividends amounting to $19,023
     were declared during 1979, but were not paid as of June 30, 1999.  Such
     dividends were approved by the DHCR.  No dividends were declared or paid in
     1999 or 1998.

NOTE 7 -    INCOME TAXES
            ------------

     The provision for income taxes for the year ended June 30, 1999 and 1998
     consist of the following:
<TABLE>
<CAPTION>
                                                                                                         1999          1998
                                                                                                    --------------  ----------
       Current Taxes
       -------------
<S>                                                                                                 <C>             <C>
            Federal                                                                                      $208,000    $171,000
            New York City                                                                                  60,000      49,000
                                                                                                         --------    --------
            Total                                                                                        $268,000    $220,000
                                                                                                         --------    --------

       Deferred Taxes
       --------------
            Federal                                                                                      $(26,000)   $(26,000)
            New York City                                                                                  (6,000)     (7,000)
                                                                                                         --------    --------
            Total                                                                                        $(32,000)   $(33,000)
                                                                                                         --------    --------

        Provision For Income Taxes                                                                       $236,000    $187,000
                                                                                                         ========    ========

     The provision for income taxes differs from amounts computed at statutory rates as follows:

                                                                                                           1999        1998
                                                                                                         --------    --------
        Federal income taxes at statutory rate                                                           $178,000    $135,000
        New York City corporation tax -
            net of federal benefit                                                                         46,000      23,000
        Other, net                                                                                         12,000      29,000
                                                                                                         --------    --------
         Total                                                                                           $236,000    $187,000
                                                                                                         ========    ========
</TABLE>

                                       9
<PAGE>

                          KNICKERBOCKER VILLAGE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 1999 AND 1998


     Deferred income taxes reflect the net tax effects of temporary differences
     between the carrying amounts of assets and liabilities for financial
     reporting purposes and the amounts used for income tax purposes.  At June
     30, 1999 the net deferred tax assets of $352,000 was included in the
     Company's balance sheet as follows:

        Deferred tax asset, net - Current                        $  84,000
        Deferred tax asset, net - Long term                        268,000
                                                                 ---------
        Deferred tax asset, net                                  $ 352,000
                                                                 =========

     Significant components of the Company's net deferred tax asset at June 30,
     1999 is as follows:

        Tax effects of:
         Accounts receivable                                     $ 131,000
         Unearned rental income                                     36,000
         Buildings and building equipment                          536,000
                                                                 ---------
        Gross deferred tax asset                                   703,000
        Valuation allowance                                       (351,000)
                                                                 ---------
        Net deferred tax asset                                   $ 352,000
                                                                 =========


     Management believes that a valuation allowance is appropriate given the
     current estimates of future taxable income, as well as consideration of
     available tax planning strategies.  If the Company is unable to generate
     sufficient taxable income in the future through operating results,
     increases in the valuation allowance will be required through a charge to
     expense.  However, if the Company achieves profitability to utilize a
     greater portion of the deferred tax asset, the valuation allowance will be
     reduced through a credit to income.  The net change in valuation allowance
     for the six months ended June 30, 1999 was an increase of $31,000.

NOTE 8 -  MANAGEMENT FEE
          --------------

     The management fee, set by DHCR, was paid to Cherry Green Property Corp.
     ("Cherry Green"), the owner of approximately 95% of the outstanding shares
     of the Company. Such fee is reviewed and may be adjusted annually,
     effective July 1 of each year, by the DHCR.

     On October 21, 1998 the DHCR approved an increase in the management fee of
     1.3% and an increase of 4.2% due to an amendment to the contract, effective
     July 1, 1998.

NOTE 9-  PENSION PLAN
         ------------

     Certain employees of the Company are covered under a union sponsored,
     multi-employer defined benefit pension plan.  This plan is not administered
     by the Company and contributions are determined by the union.  The
     Company's contributions for this plan was approximately $39,000 and $36,000
     for the six months ended June 30, 1999 and 1998, respectively.

                                       10
<PAGE>

                          KNICKERBOCKER VILLAGE, INC
                         NOTES TO FINANCIAL STATEMENTS
                            JUNE 30, 1999 AND 1998


NOTE 10-  COMMITMENTS AND CONTINGENCIES
          -----------------------------

     The Company, in accordance with the Modification Agreement with its Bank
     dated January 30, 1997 (Note 4), has made a commitment to complete asbestos
     abatement work and lead paint remediation work of approximately $425,000.
     Remaining costs of approximately $218,000 have been accrued in the
     financial statements as of June 30, 1999.  The costs of any additional
     asbestos abatement or lead paint remediation, if necessary, in excess of
     the amounts accrued at June 30, 1999, can not be determined at this time.

NOTE 11-  RENTAL INCOME
          -------------

     During December 1998, the Company received a two step rent increase, which
     was approved by the DHCR.  The first increase of approximately 3.3% became
     effective February 1, 1999.  The second increase of approximately 3.2% will
     become effective on February 1, 2000.

NOTE 12-  PREPAID EXPENSES AND OTHER CURRENT ASSETS
          -----------------------------------------

     Prepaid expenses and other current assets in the accompanying balance sheet
     at June 30, 1999 is as follows:

            Escrow Account                      $  257,326
            Prepaid:
                 Insurance                         286,821
                 Real Estate Taxes                 432,268
                 Supplies                           95,011
                 Interest                            5,391
                 Expenses - Other                   14,250
                                                ----------
                      TOTAL                     $1,091,067
                                                ==========

                                       11
<PAGE>

                                  FORM 10-QSB
                          KNICKERBOCKER VILLAGE, INC
                    MANAGEMENTS DISCUSSION AND ANALYSIS OR
                               PLAN OF OPERATION
                                 JUNE 30,1999
                                  (UNAUDITED)

As of June 30, 1999, the Registrant has a working capital deficit of
approximately $497,000.  On January 30, 1997, the Registrant entered into an
extension and modification agreement with Astoria Federal Savings (formerly
known as The Greater New York Savings Bank) (the "Bank"), which increased the
principal amount of the Registrant's mortgage payable to $6,300,000 (see Note 4
to the financial statements, page 8).  As a result of this mortgage extension
and modification agreement, the Registrant's annual debt service will be reduced
by approximately $155,000 per annum, effective as of March 1, 1997.

During December 1998, the Company received a two step rent increase, which was
approved by the DHCR.  The first increase of approximately 3.3% became effective
February 1, 1999.  The second increase of approximately 3.2% will become
effective on February 1, 2000.

Capital resources - The Registrant has set aside funds for capital improvements
and repairs amounting to approximately $621,000 as of June 30,1999.

Results of operations - During the six months ended June 30,1999, as compared to
the six months ended June 30, 1998, total revenues increased by approximately
$192,000 or approximately 3.8%, due primarily to the rent increase referred to
above.

Operating expenses decreased by approximately $67,000 or approximately 1.4%
during the six months ended June 30, 1999 as compared to the six months ended
June 30, 1998.  This is primarily attributable to increases in wages and related
costs, maintenance, repairs and decorating expense and miscellaneous operating
and general expenses offset by utilities and real estate taxes.  Wages and
related costs increased by approximately $31,000 or approximately 2.6%,
primarily due to increases in union wages and union pension rates.  Maintenance,
repairs and decorating expense increased by approximately $8,000 or
approximately 1.5% due to increases in plumbing and grounds expenses offset by
decreases in electrical expense and supplies.  Miscellaneous operating and
general expenses increased by approximately $38,000 or approximately 5.0%,
primarily due to increases in security and protection expenses and professional
and consulting expenses.  Utilities decreased by approximately $13,000 or
approximately 1.6%, primarily due to reductions in fuel oil prices.  Real estate
taxes decreased by approximately $18,000 or approximately 4.5% due to a decrease
in the property's assessed value for the tax year ended June 30, 1999.  The
provision for income taxes increased by approximately $49,000 or 26.2% primarily
due to an increase in income before taxes and changes in the Registrant's
valuation allowance (see Note 7 to the financial statements pages 9 and 10).

                                       12
<PAGE>

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


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
            --------------------------------


            (a)   Exhibits.

                   None.

            (b)   Reports on Form 8-K.

                   None.

                                       13
<PAGE>

                                  SIGNATURES


  Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.


                         KNICKERBOCKER VILLAGE, INC.:


Dated:  August 10, 1999          By:/S/ ROBERT GERSHON
                                    ------------------------------------
                                    ROBERT GERSHON,
                                    Vice President and Treasurer



Dated:  August 10, 1999          By:S/MELVIN GERSHON
                                    -----------------------------------
                                    MELVIN GERSHON,
                                    Secretary

                                       14