FLORDECO LTD
10-Q, 1997-08-19
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 10-Q
                               ------------------



             (MARK ONE)
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
             SECURITIES AND EXCHANGE ACT OF 1934

             FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       OR

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

             FOR THE TRANSITION PERIOD FROM           TO
                                             ---------   --------


                         COMMISSION FILE NUMBER 333-2820

                                 FLORDECO, LTD.
             (Exact Name of Registrant as Specified in its Charter)


                 FLORIDA                                     65-0671467
       (State or Other Jurisdiction of                     (IRS Employer
       Incorporation or Organization)                    Identification No.)


            3591 FOWLER STREET                                  33901
            FT. MYERS, FLORIDA                                (Zip Code)
           (Address of Principal
             Executive Offices)


                                 (941) 936-8888
              (Registrant's Telephone Number, Including Area Code)

                         -----------------------------

Indicate by check 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 ninety (90) days. Yes  X  No
                                               ----    ----





<PAGE>   2



                                 FLORDECO, LTD.

                                    FORM 10-Q

                       For the Quarter Ended June 30, 1997


                                      INDEX

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----

<S>         <C>                                                                     <C>
PART I -    FINANCIAL INFORMATION

Item 1.     Financial Statements.............................................        1

Item 2.     Management's Discussion and Analysis of
               Financial Condition and Results of Operations.................        7

Item 3.     Quantitative and Qualitative Disclosures about Market Risk.......        8



PART II -   OTHER INFORMATION

Item 1.     Legal Proceedings................................................        9

Item 2.     Changes in Securities............................................        9

Item 3.     Defaults Upon Senior Securities..................................        9

Item 4.     Submission of Matters to a Vote of Securities Holders............        9

Item 5.     Other Information................................................        9

Item 6.     Exhibits and Reports on Form 8-K.................................        10
</TABLE>








                                    

<PAGE>   3
                        PART I - FINANCIAL INFORMATION


ITEM 1.         FINANCIAL STATEMENTS


                                 FLORDECO, LTD.
                                  (Unaudited)

                                 BALANCE SHEET
                                 June 30, 1997

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                              <C>
CURRENT ASSETS
  Cash                                                           $  214,244
                                                                 ----------
                                                                    214,244
                                                                 ----------

PROPERTY
  Land - Evans Avenue                                               182,241
  Land - 15 Acres I-75                                               62,262
  Land - N Ft. Myers Industrial Campus                              140,000
  N Ft. Myers Industrial Campus                                     643,983
  Furniture and Fixtures                                              1,602
                                                                 ----------
                                                                  1,030,088
  Less accumulated depreciation                                       5,056
                                                                 ----------
                                                                  1,025,032
                                                                 ----------

OTHER ASSETS
  Prepaid loan costs,
     less accumulated amortization of $681                            5,447
  Deposits                                                           19,684
                                                                 ----------
                                                                     25,131
                                                                 ----------

         Total assets                                            $1,264,407
                                                                 ==========

                        LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt                              $  100,000
  Real estate taxes payable                                           5,642
                                                                 ----------
                                                                    105,642

LONG-TERM DEBT, less current portion                                400,000

PARTNERS' EQUITY                                                    758,765
                                                                 ----------

         Total liabilities and partners' equity                  $1,264,407
                                                                 ==========
</TABLE>


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

                                       -1-
<PAGE>   4

                                 FLORDECO, LTD.
                                  (Unaudited)

                                INCOME STATEMENT

<TABLE>
<CAPTION>
                                    Three months ended        Six months ended
                                    ------------------        ----------------
                                      June 30, 1997             June 30, 1997
                                      -------------             -------------
<S>                                   <C>                       <C>
Expenses
     Advertising                       $  2,280                   $  5,860
     Accounting and legal fees            6,638                      7,161
     Bank service charges                   222                        254
     Depreciation                         3,937                      5,056
     Telephone                              181                        181
     Electric                             1,416                      1,416
     Water                                   60                         60
     Interest                            11,778                     11,778
     Licenses                                40                      2,427
     Amortization of loan costs             511                        681
     Repair and maintenance               8,446                      8,628
     Office Supplies                          -                         40
     Outside services                       855                      1,710
     Rubbish removal                          -                      1,807
     Miscellaneous                           21                         21
                                       --------                   --------
                                         36,385                     47,080
                                       --------                   --------

     Income (loss) from operations      (36,385)                   (47,080)

Interest income                           2,052                      4,950
                                       --------                   --------

Net income                             $(34,333)                  $(42,130)
                                       ========                   ========
</TABLE>


                                     -2-
<PAGE>   5

FLORDECO, LTD
(Unaudited)


NOTES TO FINANCIAL STATEMENTS



1.   Nature of Business:

     Flordeco, Ltd. (Flordeco), a Florida limited partnership, was formed to
     make equity investments in a diversified portfolio of incomes producing
     residential and commercial properties. Profits, losses and distributions of
     cash or property by the Partnership generally will be made to the
     Unitholders (including the general partner) in proportion to the units held
     by each of them.

2.   Property:

     On March 5, 1997, Flordeco purchased commercial rental property for
     approximately $755,000. The property is located in North Fort Myers,
     Florida. Currently the property, a warehouse, is unoccupied.

3.   Long-term debt:

     On March 3, 1997, Flordeco obtained a three-year revolving line of credit
     in the amount of $500,000. The line is collateralized by the partners'
     promissory notes receivable. The rate of interest on the credit line is
     prime plus one percent. Under terms of the credit line, the maximum
     outstanding principal balance shall be reduced to $400,000 in the second
     year and $300,000 in the third year. The loan matures March 1, 2000.

4.   Partners' Equity:

     In 1996, Flordeco filed a registration statement (Form S-11) with the
     Securities and Exchange Commission in order to sell partnership units to
     the public. The offering called for a maximum of 1,000 units and a minimum
     of 100 units at $12,000 per unit, payable $2,000 in cash and a $10,000
     full-recourse promissory note. Each promissory note is payable over a ten
     year period at $1,000 per year without interest. The offering terminated on
     April 30, 1997.



                                      -3-

<PAGE>   6
FLORDECO, LTD
(Unaudited)


NOTES TO FINANCIAL STATEMENTS



4.   Partners' Equity (continued):

     Flordeco sold 336 units, receiving cash of $632,000, undeveloped land
     valued at $240,000 and notes totaling $3,160,000. Of the 336 units sold, 5
     units were purchased by the general partner (Investors Trust, Inc.), 72
     units were purchased, directly or indirectly, by shareholders of the
     general partner, 45 units were purchased by Flordeco, Inc., and 1 unit was
     purchased by Flordeco, Realty, Inc. Flordeco, Inc. and Flordeco Realty,
     Inc. are Florida corporations and affiliates of the general partner.

     Partners' capital at June 30, 1997 consisted of the following:

<TABLE>
               <S>                                     <C>
               Sale of units                           $ 4,032,000
               Less: Notes receivable                   (3,160,000)
                     Offering costs                        (71,105)
               YTD Net loss                                (42,130)
                                                       -----------

               Balance, June 30, 1997                  $   758,765
                                                       ===========
</TABLE>

5.   Related Parties:

     The Management Company will provide certain management services to the
     partnership and its real property investments. Mr. Thomas R. Cronin and Dr.
     Gerald Laboda, shareholders of the general partner, together own a
     controlling interest in the Management Company. Flordeco Realty, Inc. is a
     Florida corporation and a wholly-owned subsidiary of the Management
     Company.

     Partnership transactions involving the purchase, lease, and sale of the
     partnership's properties may result in the immediate realization by the
     general partner and its affiliates, including the Management Company and
     Flordeco Realty, Inc. of substantial commissions, fees, compensation and
     other income. These fees will generally be based upon a percentage of the
     amount paid to or by the partnership. None of the agreements for such
     services were the result of arm's-length negotiations.


                                      -4-

<PAGE>   7
FLORDECO, LTD
(Unaudited)


NOTES TO FINANCIAL STATEMENTS



6.   Risks and Uncertainties:

     The partnership will be subject to all of the risks inherent in owning real
     property investments. Such risks include, but are not limited to, changes
     in the investment climate for real estate, unanticipated operating
     expenses, occupancy levels, and rental rates. It is anticipated that most
     of the proposed investments will be located in the limited geographical
     area of Southwest Florida.






















                                      -5-




<PAGE>   8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


INTRODUCTION

         Flordeco, Ltd., a Florida limited partnership (the "Partnership"), was
organized on March 19, 1996 primarily for the purposes of making equity
investments in a diversified portfolio of income producing properties located
primarily in Southwest Florida.

         The Partnership was initially capitalized in 1996 with total cash
contributions of $5,000 from Investors Trust, Inc., corporate general partner of
the Partnership ("General Partner"), and $900 from the initial limited partner.

         In order to obtain the necessary capitalization to commence its
business activities, the Partnership filed a Form S-11 registration statement
with the Securities and Exchange Commission to register 1,000 units of limited
partnership interests in the Partnership ("Units") for sale at a purchase price
of $12,000 per Unit. The purchase price per Unit is payable $2,000 in cash and
$10,000 in a ten year fully secured promissory note ("Promissory Note"). The
Promissory Note is noninterest bearing and it is payable in ten equal annual
installments. The registration statement was declared effective on August 12,
1996, and the sale of Units was commenced. The Units were offered for sale on a
self underwritten best-efforts basis. A minimum of 100 Units ("Minimum
Offering") were required to be sold prior to December 31, 1996, unless extended
to January 31, 1997. On January 22, 1997, the Minimum Offering was sold and the
proceeds were released from escrow and the General Partner extended the offering
through April 30, 1997. As of April 30, 1997, the Partnership sold 336 Units.
Approximately 79 of the Units were purchased by the General Partner and its
affiliates.


RESULTS OF OPERATIONS

         The following discussion regarding the results of operations should be
read in conjunction with the historical financial statements of the Partnership.

         During the six month period ended June 30, 1997, the Partnership was
engaged primarily in start-up activities and the sale of Units. As a result, the
Partnership did not engage in any significant operations for the first half of
1997 and incurred a loss of $34,333 for the second quarter. The loss incurred
for the first six months of 1997 was $42,130. Total revenues for the first six
months of 1997 consisted entirely of proceeds received from interest income
earned on the offering proceeds held in bank deposits pending their investment.
Interest income for the second quarter of 1997 was $2,898. Revenues for the
first six months of 1997 was $4,950.

         Total expenses for the second quarter and for the six month period
ended June 30, 1997 was $36,385 and $47,080, respectively, of which
approximately $6,638 and $7,161, respectively, were associated with offering
related activities. The remaining expenses were for general repair, maintenance,
administration, and other outside services.

         Revenues and expenses in future periods will be highly dependent upon
the type of real property investments acquired by the Partnership and the timing
of their acquisition. On March 5, 1997, the Partnership acquired real property
which includes warehouse facilities. These facilities are currently unoccupied
and will not begin generating revenues until tenants are secured. In the
interim, the Partnership will continue to incur costs for the promotion and
maintenance of the property, including the payment of debt service. Until the
Partnership can find sufficient tenants to operate the facility at a profit, the
Partnership is




                                       -7-

<PAGE>   9



expected to continue to generate losses. Further, since the facilities have
never been operated as a warehouse facility for lease to third party tenants,
there can be no assurance that the Partnership will be able to secure sufficient
tenants, if any, for the facilities.

LIQUIDITY AND CAPITAL RESOURCES

         The following discussion regarding liquidity and capital resources
should be read in conjunction with the financial statements as of June 30, 1997.

         The Partnership's principal source of liquidity through the date hereof
has been the proceeds received from the public offering of its Units and a line
of credit from a banking institution. As a result of the public offering of its
Units completed on April 30, 1997, the Partnership raised $4,032,000 in gross
proceeds consisting of $632,000 in cash, $240,000 in undeveloped land, and
$3,160,000 in investor's Promissory Notes. After taking into account the
offering expenses of $71,105 and year to date loss of $42,130, total cash
capital of the Partnership was approximately $214,244 as of June 30, 1997. See
"Part II - Item 5. Other Information" below for a description of the Units
issued on April 30, 1997 pursuant to the public offering in return for real
property valued at $180,000, inclusive of costs and fees.

         On March 3, 1997, the Partnership pledged the Promissory Notes as
collateral for a three-year revolving line of credit from a banking institution
in the amount of $500,000 ("Line of Credit"). The interest rate payable on the
credit facility is 1% plus prime and the principal thereon matures on March 1,
2000. Under the terms of the Line of Credit, the outstanding principal balance
shall be reduced to $400,000 in the second year of the credit and to $300,000 in
the third year. Through June 30, 1997, the Partnership has drawn approximately
$500,000 under the Line of Credit.

         On March 5, 1997, the Partnership purchased a parcel of commercial
rental property and improvements thereon for a total purchase price of
approximately $755,000. The property, which was purchased by the Partnership in
fee simple, includes eight warehouse facilities. This property is located in
North Ft. Myers, Florida and currently is unoccupied. Prior to the Partnership's
acquisition of this real property investment, the warehouse facilities had been
owned by a non-affiliated business entity which used the warehouse facilities
for its operations. Accordingly, such facilities have not been previously leased
to third parties. The Partnership intends to commence leasing activities in the
near future. This acquisition was financed by the $500,000 Line of Credit and
proceeds from the offering. Approximately $21,000 of the closing costs were paid
to Flordeco Realty, Inc., an affiliate of the General Partner, for a portion of
the real estate commissions paid in connection with the property acquisition.

         The Partnership believes that the cash generated from its public
offering, together with the available credit facilities and the amounts owed to
it under the Promissory Notes, will be sufficient for the Partnership to meet
its capital requirements until the Partnership operations begin to generate the
cash necessary to support its operations.

         The Partnership will continue to seek additional investment
opportunities consistent with its investment objectives as described in its
August 12, 1996 prospectus. The Partnership may seek additional financing to
fund any such acquisitions. There can be no assurance that such financing will
be available in amounts or on terms acceptable to the Partnership.


ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         None.




                                       -8-

<PAGE>   10





                           PART II - OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

         None.


ITEM 2.       CHANGES IN SECURITIES

         None.


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

         None.


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         None.


ITEM 5.       OTHER INFORMATION


         On April 30, 1997, the Partnership acquired certain real property
located on Evans Avenue in Ft. Myers, Florida as payment in full for 15 Units of
the Partnership's limited partnership interests sold pursuant to the public
offering. The purchase price of the property, including closing costs and real
estate commissions, was $180,000, the full purchase price of the 15 Units. None
of the Partnership's available cash was expended in the acquisition of this
property. In connection with this acquisition, real estate commissions of
$12,000 were paid to Flordeco Realty, Inc., an affiliate of Investors Trust,
Inc., the general partner of the Partnership, in the form of a Unit conveyed to
it by the seller. 

         The real property acquired consists of approximately 1.55 acres of
vacant property which is zoned for business activities. No construction of
improvements or structures thereon are currently contemplated. Management
believes that this parcel of property can be profitably resold to a purchaser
who will develop the real property themselves.





                                       -9-

<PAGE>   11


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

     (A)      EXHIBITS

   10.1   --  Contract for Sale and Purchase by and between Flordeco, Ltd. and
              Stephen W. Buckley, Trustee of Two Thirty Five Evans Trust and
              certain trust beneficiaries, Trustee's Deed, and Closing Statement
              dated April 30, 1997.

   27.1   --  Financial Data Schedule (for SEC use only).


     (B)      REPORTS ON FORM 8-K

              None.






















                                      -10-

<PAGE>   12





                                   SIGNATURES

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

                                           FLORDECO, LTD.


Date:  August 14, 1997                     By: INVESTORS TRUST, INC.,
                                               a Florida corporation,
                                               as general partner


                                                    /s/ Allan E. Fox
                                                ------------------------------
                                                    Allan E. Fox
                                                    President



                                                    /s/ Eileen W. Murphy
                                                ------------------------------
                                                    Eileen W. Murphy,
                                                    Treasurer and Secretary



<PAGE>   1

                                                                   EXHIBIT 10.1

                         CONTRACT FOR SALE AND PURCHASE


         THIS AGREEMENT, dated this ____ day of April, 1997, between FLORDECO,
LTD. a Florida Limited Partnership, whose address is P.O. Box 6966, Fort Myers,
Florida 33511, shall hereafter be collectively referred to as PURCHASER, and
STEPHEN W. BUCKLEY, TRUSTEE OF TWO THIRTY FIVE EVANS TRUST, whose address is
P.O. BOX 2366, Fort Myers, Florida 33901, shall hereafter be referred to as
SELLER.
         This Agreement shall specifically be subject to SELLER obtaining the
approval in writing of this Contract for Sale and Purchase by the beneficial
interest holders of the Two Thirty Five Evans Trust.

         1.       LEGAL DESCRIPTION
         Lots 1-P, 1-Q and the Southerly 35 feet of Lot 1-R of C.S.L. & G., 
         SUBDIVISION NO. 1, as recorded in Plat Book 30 at pages 35-38, 
         Public Records of Lee County, Florida.

         2.       PROPERTY:

                  (a) The conveyance of the Land by SELLER to PURCHASER shall 
include:

                      (1)     All right, title and interest of SELLER in and to
any land as descripted in Section 1 hereof.

         3.       PRICE, TERMS & CONDITIONS:

                  (A) Purchase Price.  The total purchase price shall be ONE 
HUNDRED EIGHTY THOUSAND DOLLARS AND NO/100 ($180,000.00).

                  (B) Balance to Close. Fifteen (15) paid up Units in FLORDECO,
LTD. shall be transferred at closing in the following names and total number 
of units for each.

         Harry M. Lowell                             7.0 units
         Harry C. Powell, Jr.                        2.8 units
         Julius Cantor                               1.4 units
         GGB Profit Sharing Partnership              2.8 units
         Flordeco Realty                             1.0 unit
                                                    ----------
                      TOTAL UNITS                   15.0 units

                  (C) Effective Date of Contract. For the purpose of this
Contract, the effective date shall be defined as the date of the Consent to
transfer from the beneficial interest holders of the Two Thirty Five Evans
Trust.


<PAGE>   2


                  (D) Title Insurance. The PURCHASER, at PURCHASER'S expense
shall purchase Title Insurance in the amount of $180,000.00. Said title
insurance is to issued on Attorney's Title Insurance Fund, Inc., by Goldberg,
Goldstein & Buckley, P.A.

                  (E) Closing Cost. PURCHASER shall have pay all closing cost,
including any and all attorney fees, documentary stamps on the Trustee's Deed,
recording fees.

                  (F) Closing.  Closing shall take place on or before April
30, 1997.

                  (G) Brokerage Fee. SELLER agrees to the exchange of one (1)
unit to be titled in the name of FLORDECO, LTD., as compensation to FLORDECO
REALTY, INC. There shall be no additonal compensation, monetary or any other
valuable consideration to anyone as it relates to the subject sale.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
on the day and year first above written

         "PURCHASER"                                                  "SELLER"

         /s/ Thomas R. Cronie, Sr.         /s/ Stephen W. Buckley
         -------------------------------   ------------------------------------
         THOMAS R. CRONIE, SR.             STEPHEN W. BUCKLEY, Trustee
         FLORDECO, LTD.                    TWO THIRTY FIVE EVANS TRUST



                 "BENEFICIARIES OF TWO THIRTY-FIVE EVANS TRUST"




/s/ Barry M. Lowell
- -----------------------------------------------
BARRY M. LOWELL



/s/ Harry C. Powell, Jr.
- -----------------------------------------------
HARRY C. POWELL, TRUSTEE



/s/ Julius Cantor
- -----------------------------------------------
JULIUS CANTOR



/s/ Stephen W. Buckley
- -----------------------------------------------
STEPHEN W. BUCKLEY, Chairmen
Advisory Committee
GGB Profit Sharing Partnership

<PAGE>   3
$  6.00 Recording
1,260.00 Documentary Stamps

Property Appraiser's
Parcel ID Nos. 36-44-24-P2-00200.1Q00
               36-44-24-P2-00200.1Q00



This instrument prepared by:              Documentary Tax Pd. $  1,260.00
Stephen W. Buckley, Esquire               $___________Intangible Tax Pd.
GOLDBERG, GOLDSTEIN & BUCKLEY, P.A.        CHARLIE GREEN, CLERK LEE COUNTY
P.O. Box 2366                             By /s/              Deputy Clerk
Fort Myers FL  33902                         -----------------
97-612



                                TRUSTEE'S DEED

        BY THIS DEED, STEPHEN W. BUCKLEY, Trustee of the TWO THIRTY FIVE EVANS
TRUST, herein call Grantor, whose address is P.O. Box 2366, Fort Myers, Florida
33901, in consideration of $10.00 paid by FLORDECO, LTD, a Florida limited
partnership, herein called Grantee, whose pose office address is Post office Box
6966, Fort Myers, Florida 3911 conveys to Grantee the following described land,
situate, lying and being in LEE County, Florida, to-wit:


         Lots 1-P, 1-Q and Southerly 35 feet of Lot 1-R, C.S.L.&G. 
         SUBDIVISION NO. 1, as recorded in Plat Book 30, at pages 35-38, Public
         Records of Lee County, Florida

         SUBJECT to easements, restrictions and reservations of record,
         and property taxes for the current year.

        GRANTOR COVENANTS with Grantee that Grantor has good right and lawful
authority to sell and convey the property and Grantor warrants the title to the
property for any acts of Grantor and will defend the title against the lawful
claims of all persons claiming by through or under Grantor.

        DATED:  4/29/97
              --------------

Executed in the presence of:


/s/ Deborah Chapman                         /s/STEPHEN W. BUCKLEY, Trustee
- -----------------------------               -------------------------------
Witness Signature                           STEPHEN W. BUCKLEY, Trustee
                                            of TWO THIRTY FIVE EVANS TRUST

/s/ Deborah Chapman
- -----------------------------
Witness Printed Name


/s/ Judy L. Shuford
- -----------------------------
Witness Signature


/s/ Judy L. Shuford
- -----------------------------
Witness Printed Name

            
STATE OF FLORIDA    )
                    )
COUNTY OF LEE       )

        I HEREBY CERTIFY that on this day before me, an officer duly qualified
to take acknowledgements, personally appeared STEPHEN W. BUCKLEY,  X who is
personally known to me or ____ who produced ___________________ (type of
identification) as identification.

        WITNESS my hand and official seal in the County and State last aforesaid
this 29th day of April, 1997


                                        /s/ Deborah Chapman
                                        -------------------------------   
                                        Notary Public
                                        Commission No.                          
                                                     -------------------

My Commission Expires:
   6/11/99

                                                    [Notary Logo]




<PAGE>   4

                             SETTLEMENT STATEMENT


SELLER:         STEPHEN W. BUCKLEY, TRUSTEE OF TWO THIRTY FIVE EVANS
                TRUST

BUYER:          FLORDECO, LTD.

CLOSING DATE:   APRIL 29, 1997

LEGAL DESC:     Lots 1-P, 1-Q and the Southerly 35 feet of Lot 1-R of
                C.S.L. & G, SUBDIVISION NO. 1, Plat Book 30, Pages 35- 38, Lee
                County, Florida




Purchase Price                                                  $180,000.00

Credit for 15 Paid-up Units of Flordeco, Ltd.                   (180,000.00)
                                                                 ----------

Balance Due at Closing                                          $    -0-




                                CLOSING COSTS

                                                BUYER             SELLER 
                                                -----             ------
Broker's Commission to Flordeco Realty                          $12,000.00

Credit for 1 Paid-up Unit of Flordeco,                          (12,000.00)
  Ltd.                                                           ---------

Balance Due Broker at Closing                                   $    -0-

Title Insurance                              $   975.00
Recording Deed                                     6.00
Documentary Stamps on Deed                     1,260.00
                                             ----------
Total Closing Costs                          $ 2,241.00         $    -0-


I have carefully reviewed the Settlement Statement and to the best of my
knowledge and belief, it is a true and accurate statement of all receipts and
disbursements made on my account or by me in this transaction.  I further
certify that I have received a copy of the settlement statements.


/s/ Thomas Cronin                        /s/ Stephen W. Buckley
- -------------------------------          -----------------------------
FLORDECO, LTD., a Florida                STEPHEN W. BUCKLEY, Trustee
limited partnership                      of TWO THIRTY FIVE EVANS TRUST

<PAGE>   5

                                 OWNER'S FORM


                                  SCHEDULE A


<TABLE>
<S>                             <C>                                  <C>
Policy No.:  OPM-1337340        Effective Date: April 30, 1997    Agent's File Reference:  97-612-SWB
                                                at 4:22 p.m.

</TABLE>

                        Amount of Insurance:  $ 180,000.00

1.  Name of Insured:  FLORDECO, LTD, A FLORIDA LIMITED PARTNERSHIP




2.  The estate of interest in the land described herein and which is covered by
    this policy is a fee simple (if other, specify same) and is or the
    effective date hereof vested in the named insured as shown by instrument
    recorded in Official Records Book 2818, Page 1481, of the Public records of
    Lee County, Florida.

3.  The land referred to in this policy is described as follows:

    Lots 1-P, 1-Q and the Southerly 35 feet of Lot 1-R, C.S.L.&G., Subdivision
    No.1, as recorded in Plat Book 30 at pages 35-38, Public Records of Lee 
    County, Florida.



    I, the undersigned agent, hereby certify that
    the transaction insured herein is governed by RESPA     yes    x  no
                                                        ----      ---    
    if Yes to the above, I have performed all "core title agent services."
    yes    x  
       ---      ---    

           ISSUED BY

    GOLDBERG, GOLDSTEIN & BUCKLEY, P.A.                /s/
    --------------------------------------   3200     -------------------
                                            ------       AGENT SIGNATURE
            NAME OF AGENT           AGENT NO.        
            P.O. Box 2366                 Fort Myers       FLORIDA  33902
    ---------------------------     --------------------            ------
           MAILING ADDRESS                 CITY                      ZIP


Form
<PAGE>   6
                              FUND OWNER'S FORM

                                  SCHEDULE B

        Policy or Guarantee No.:  OPM-1337340

      This policy or guarantee does not insure against loss or damage by reason
of the following exceptions:

1.      Taxes for the year of the effective date of this policy or guarantee and
        taxes or special assessments which are not shown as existing items by 
        the public records.

2.      Rights or claims of parties in possession not shown by the public
        records.

3.      Encroachments, overlaps, boundary line disputes, and any other matters
        which would be disclosed by an accurate survey and inspection of the 
        premises.

4.      Easements or claims of easements not shown by the public records.

5.      Any lien, or right to a lien, for services, labor, or material
        heretofore or hereafter furnished, imposed by law and not shown by the
        public records.

6.      Any adverse ownership claim by the State of Florida by right of
        sovereignty in any portion of the lands insured hereunder, including   
        submerged, filed and artificially exposed lands, and lands erected to
        such lands.

7.      Matters as shown on the plat of C.S.L. & G. Subdivision No. 1 as 
        recorded in Plat Book 30, pages 35 - 38, Public Records of Lee County,
        Florida.

8.      Lee County Ordinance #86-14 recorded November 30, 1990 in Official
        Record Book 2189, page 3281 and amended by Ordinance #86-38 in Official 
        Record  Book 2189, page 3384, Public Records of Lee County, Florida;
        relating to garbage and solid waste collection.

9.      Lee County Ordinances No. 96-09, amending and re-stating Lee County
        Ordinance No. 95-20, relating to Lee County Garbage and Solid Waste
        Disposal Facilities; creating a municipal service benefit unit and a
        municipal service taxing unit with Lee County for residential and
        commercial payments for solid waste disposal facilities cost; levying
        certain special assessments for costs of Lee County solid waste disposal
        facilities.  Ordinance No. 2776 of the City of Fort Myers, Florida,
        amending Article IV, solid waste, MSBU, Section 14-75, municipal solid
        waste assessment program, MSBU.

10.     Agreement by and between City of Fort Myers and Owners of a majority of
        the contiguous land area adjoining, bounding and abutting Evans Avenue
        between Colonial Boulevard and Hannon Street recorded in Official
        Record Book 775, page 93, Public Records of Lee County, Florida.  

        Note:  Taxes for the year 1997 became a lien on January 1, 1997,
        however, they are not due and payable until November 1, 1997. Taxes 
        for the year 1996 wee paid on March 17, 1997 in the amount of
        $2,506.10 for Strap No. 36-44-24-P2-00200.1QOD and $1,856.56 for Strap
        No. 36-44-24-P2-00200.1P00.      

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         214,244
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               214,244
<PP&E>                                       1,030,088
<DEPRECIATION>                                   5,056
<TOTAL-ASSETS>                               1,264,407
<CURRENT-LIABILITIES>                          105,642
<BONDS>                                        400,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     758,765
<TOTAL-LIABILITY-AND-EQUITY>                 1,264,407
<SALES>                                              0
<TOTAL-REVENUES>                                 4,950
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                47,080
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (42,130)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (42,130)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (42,130)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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