STERLING FINANCIAL SERVICES OF FLORIDA I INC, S-1, 1997-02-06

STERLING FINANCIAL SERVICES OF FLORIDA I INC
S-1, 1997-02-06
FINANCE SERVICES

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<PAGE> 1

As filed with the Securities and Exchange Commission on February 6, 1997

Registration Statement No. 333-6328
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

REGISTRATION STATEMENT ON FORM S-1
UNDER THE SECURITIES ACT OF 1933

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)

Florida 6500 65-0716464
------- ---- ----------
(State of Incorporation) (Standard Industrial (I.R.S. Employer I.D.Number)
Classification Code Number)

12408 North Florida Avenue
Tampa, FL 33612
813/935-9476
(address and phone number of principal executive office)

Anthony A. Sutter
President and Chief Executive Officer
Sterling Financial Services of Florida - I, Inc.
12408 North Florida Avenue
Tampa, FL 33612
813/935-9476
(name, address and phone number of agent for service)

Copy to:
Michael T. Williams, Esquire
Michael T. Williams, P.A.
3112 W. Kennedy Blvd.
Tampa, Florida 33609
Fax (813) 877-7725

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

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X] _____

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

<PAGE> 2

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===============================================================================================================================
Proposed maximum Proposed
Title of each Amount being offering price maximum aggregate Amount of
class of Securities registered per Unit* offering registration fee
------------------- ---------- --------- -------- ----------------
price
<S> <C> <C> <C> <C>
Secured Promissory
Notes 9,900 $1,000 $9,900,000 $3,000

Total $3,000

===============================================================================================================================
</TABLE>

*Stated only for the purpose of calculating registration fee.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

The securities being registered hereby are to be offered on a
continuous bases as provided under Rule 415.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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<PAGE> 3

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.

CROSS-REFERENCE SHEET

Pursuant to Item 501B, Regulation S-K
<TABLE>
<CAPTION>

S-1 ITEM LOCATION IN PROSPECTUS
- -------- ----------------------

<S> <C> <C>
1. Forepart of the Registration Statement and Cover Page of Registration Statement and Outside
Outside Front Cover Page of the Prospectus Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Page of Inside Front and Outside Back Cover Pages of
Prospectus Prospectus

3. Summary Information, Risk Factors and Ratio Summary of the Offering, Risk Factors, Selected
of Earnings to Fixed Charges Financial Information, Earnings to Fixed Charges

4. Use of Proceeds Sources and Uses of Proceeds

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Plan of Distribution, Underwriting

9. Description of Securities to be Registered Summary of the Offering, Description of Securities

10. Interest of Named Experts and Counsel Not Applicable

11. Information with Respect to the Registrant

(a) Description of Business Business, Management, The Corporation

(b) Properties Business

(d) Market for Common Equity and Related Not Applicable
Stockholder Matters

(e) Financial Statements Financial Statements

(f) Selected Financial Data Selected Financial Data

(g) Supplementary Financial Information Not Applicable

(h) Management's Discussion and Analysis Management's Discussion and Analysis and Results
and Results of Operations of Operations

</TABLE>

iii

S-1 ITEM LOCATION IN PROSPECTUS
- -------- ----------------------

<S> <C> <C>
(i) Changes in and Disagreements with Not Applicable
Accountants on Accounting and
Financial Disclosure

(j) Directors and Executive Officers Management

(k) Executive Compensation Management

(l) Security Ownership of Certain Security Ownership of Certain Beneficial Owners
Beneficial Owners and Management and Management

(m) Certain Relationships and Related Certain Relationships and Related Transactions
Transactions

12. Disclosure of Commission Position on Underwriting
Indemnification for Securities Act Liabilities

</TABLE>

<PAGE> 5

PRELIMINARY PROSPECTUS DATED FEBRUARY 6, 1997 SUBJECT TO COMPLETION

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
$9,900,000
9,900 SECURED NOTES
$1,000 PER NOTE
MINIMUM PURCHASE: 2 NOTES

Sterling Financial Services of Florida - I, Inc., a Florida corporation
(the "Corporation"), was formed in January, 1997, to offer a unique package of
financial services to the sub-prime mobile home industry, including originating,
purchasing and refinancing for its own account retail mobile home installment
sale contracts (the "Contracts") created in connection with the financing of
primarily used as well as some new mobile homes (the "Homes"); selling Contracts
to other lenders; and providing certain floor plan financing to mobile home
dealers (the "Dealers") (collectively, the "Financing Activities"). In addition,
the Corporation may also: (1) purchase, refurbish (if necessary) and lease or
sell new or used Homes; (2) buy and improve land for development of mobile home
parks (the "Parks"), or provide financing to others for such purpose; (3) buy
and sell Parks; and (4) purchase other sub-prime financial companies in the
mobile home lending business (collectively, the "Other Activities"). (The
Financing Activities and the Other Activities are collectively referred to
herein as the "Activities.")

The Corporation is offering subscriptions for a maximum of 9,900
Secured Notes (the "Notes") in the principal amount of $1,000 each. The Notes
will bear simple interest at the rate of 10.5% per annum, payable interest only
monthly, with all principal and accrued interest, if any, due on July 30, 2002.
Interest is calculated on the basis of a 365-day year (the "Calculation Basis")
but is paid in 12 equal monthly installments, regardless of the number of days
in each month (the "Payment Basis"), with any difference between interest
determined on the Calculation Basis and the Payment Basis paid in the final
installment due under the Notes. The Corporation will use the proceeds of this
offering primarily for the Financing Activities. See "Sources and Uses of
Proceeds." The Notes will be secured by a first lien on the assets ("Assets")
acquired with the proceeds of the offering or other Assets ("Replacement
Assets") acquired with funds obtained from the repayment, sale or refinancing of
such Assets. (The Assets and the Replacement Assets are collectively referred to
herein as the "Collateral.") The Notes are prepayable in whole or in part at any
time without premium or penalty. There are limited sources of funds to make
interest and principal payments due on the Notes. See "Risk Factors" and
"Description of Securities."
<PAGE> 6

The minimum purchase is 2 Notes. There is no minimum offering. There
are certain suitability standards for Investors. See "Suitability Standards: Who
Can Invest?"

The price and amount of Notes offered by the Corporation has been
established arbitrarily and bears no relationship to its asset value, book
value, net worth or any other established criteria of value.

A NOTE HOLDER WILL NOT ACQUIRE OR OBTAIN ANY BENEFITS WHICH MIGHT
ACCRUE THROUGH AN EQUITY INTEREST IN THE CORPORATION BY A PURCHASE OF THE NOTES.

No public or other market for the Notes exists and there can be no
assurance that one may develop in the future.

THIS OFFERING INVOLVES CERTAIN RISK FACTORS. SEE "RISK FACTORS" LOCATED
AT PAGES 11 TO 18 OF THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY NOR HAS THE
COMMISSION OR ANY STATE SECURITIES AGENCY PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=======================================================================================================================
Underwriting Discounts and Proceeds to
Price to Public Commissions (1)(2)(3)(4) Corporation(5)

<S> <C> <C> <C>
Per Note $ 1,000 $ 70 $ 930
Total Maximum $ 9,900,000 $ 693,000 $ 9,207,000
=======================================================================================================================
</TABLE>

(1) The Notes are being offered on a "best-efforts" basis through Southern
Capital Securities, Inc. (the "Managing Dealer") and other Dealers
("Participating Dealers") who are members of the National Association
of Securities Dealers, Inc. (the "NASD"). See "Underwriting."

(2) The Corporation has agreed to indemnify the Managing and Participating
Dealers against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting."

(3) The Corporation will pay the Managing Dealer 7% of the offering price
($70 per Note), a portion of which may be reallowed to Participating
Dealers. See "Underwriting."

(4) This amount does not include reimbursement to the Managing Dealer for
actual due diligence expenses in an amount up to .5% per Note ($5 per
Note) and payment to the Managing Dealer of a Non-Accountable Expense
Allowance not to exceed 1% of the offering price per Note ($10 per
Note) for all Notes sold in the offering, a portion of the foregoing
which may be reallowed to Participating Dealers. This amount also does
not include payment to the

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<PAGE> 7

Managing Dealer of a Managing Dealer Fee of 2% of the offering price
($20 per Note) for all Notes sold in the offering. See "Underwriting."

(5) This is before deducting other expenses of issuance and distribution
payable by the Corporation in connection with this offering. The
Corporation will pay from the proceeds of this offering all of such
expenses, estimated to be $148,500. These expenses are in addition to
the $49,500 (Maximum) due diligence reimbursement, the $99,000
(Maximum) Non-Accountable Expense Allowance and the $198,000 (Maximum)
Managing Dealer Fee. See "Sources and Uses of Proceeds" and
"Underwriting."

SOUTHERN CAPITAL SECURITIES, INC.
13902 North Dale Mabry Highway, Suite 118
Tampa, FL 33618
813/962-3335

THE DATE OF THIS PROSPECTUS IS _______________, 1997.

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<PAGE> 8

If the Corporation does not terminate the offering earlier, which in
the sole discretion of Management it may, the offering of Notes will continue
until the Corporation raises an aggregate of $9,900,000, provided that the
offering period for all Notes of the Corporation will not exceed 24 months from
the date of this Prospectus. The Termination Date may not be extended.

No notice will be given if the Notes are prepaid. The Notes, if
prepaid, will be paid at par without premium or penalty.

The Notes are being offered subject to prior sale, withdrawal,
cancellation or modification of the offer, including its structure, terms and
conditions, without notice. The Corporation reserves the right, in its sole
discretion, to reject, in whole or in part, any offer to purchase the Notes. See
"Underwriting."

UNTIL THE TERMINATION OF THIS OFFERING, AND IN ANY EVENT 90 DAYS AFTER
THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES TO WHICH THIS PROSPECTUS RELATES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

No dealer, salesman or other person has been authorized in connection
with this offering to give any information or to make any representations other
than those contained in this Prospectus or in literature issued by the
Corporation, or, if authorized by the Corporation, the Participating Dealers
(which literature shall not be deemed to be a part of this Prospectus). No
person associated with this offering or the Corporation has been sponsored,
recommended, or approved, nor has his abilities or qualifications in any respect
been passed upon by any state or any agency or officer of any state or by the
United States or any agency or officer of the United States. This Prospectus
does not constitute an offer or solicitation in any state or other jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
state or jurisdiction. Neither the delivery of this Prospectus nor any sale
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Corporation since the date thereof;
however, if any material change in the Corporation's affairs occurs at any time
when this Prospectus is required to be delivered, this Prospectus will be
amended or supplemented.

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<PAGE> 9

The Corporation intends to sell the Notes in this offering only in the
states in which the offering is qualified. An offer to purchase may only be made
and the purchase of the Notes may only be negotiated and consummated in such
states. The Subscription Agreement for the Notes must be executed, and the Notes
may only be delivered in such states. Resale or transfer of the Notes may be
restricted under state law. See "Risk Factors - No Market for Notes" and " -
Transferability of Notes."

NEITHER THESE SECURITIES NOR THE CORPORATION HAVE BEEN GUARANTEED,
SPONSORED, RECOMMENDED, OR APPROVED BY THE STATE OF FLORIDA OR ANY AGENCY OR
OFFICER OF THE STATE OF FLORIDA OR BY THE UNITED STATES OR ANY AGENCY OR OFFICER
OF THE UNITED STATES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

No public or other market for the Notes exists and there can be no
assurance that one may develop in the future. Accordingly, the Notes should be
purchased only to be held to term, because Note Holders may not be able to
liquidate or otherwise utilize their investment in the event of an emergency or
for any other reason. See "Risk Factors."

ADDITIONAL INFORMATION

The Corporation has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933 with
respect to the securities offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement, its amendments and
exhibits. For further information pertaining to the Notes offered hereby, and
the Corporation, reference is made to the Registration Statement, including the
exhibits, filed therewith or incorporated by reference as a part thereof.
Statements in this Prospectus concerning the contents of any contract or other
document referred to are not necessarily complete. Where such contract or other
document is an exhibit to the Registration Statement, each such statement is
qualified in all respects by the provisions of such exhibit, to which reference
is hereby made for a full statement of the provisions thereof. The Registration
Statement may be inspected and copied at the Commission's Washington, D.C.
office at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Northeast
Regional Office, Midwest Regional Office and Atlanta Regional Office at the
following addresses: 7 World Trade Center, Suite 1300, New York, NY 10048,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511 and 3475 Lenox Road, N.E., Suite 1000, Atlanta GA 30326-1232,
respectively. The Registration Statement also may be inspected but not copied at
the Commission's Atlanta, Georgia office. Further, copies can be obtained at
prescribed rates from the Washington, D.C. office. Exchange Act reports may be
inspected and copied at the Commission's Washington, D.C. office and Northeast
and Midwest Regional Offices and may be obtained at prescribed rates from the
Commission's Washington, D.C. office.

<PAGE> 10

REPORTS TO NOTE HOLDERS

The Corporation intends to distribute to the Note Holders annual
reports containing financial statements that have been examined and reported on
by an independent certified public accountant. The Corporation may furnish such
other reports as the sole Director may deem necessary to inform the Note Holders
of major developments concerning the Corporation.

SUITABILITY STANDARDS: WHO CAN INVEST?

Notes will only be sold to a person who makes the required minimum
purchase and represents in writing that he has either: (i) a minimum annual
gross income of at least $30,000 and a net worth of $30,000 (exclusive of home,
home furnishings and automobiles); or (ii) a net worth of $75,000 (exclusive of
home, home furnishings and automobiles); or (iii) that he is purchasing in a
fiduciary capacity for a person who (or for an entity which) meets such
conditions. In the case of sales to fiduciary accounts, the suitability
standards must be satisfied by the beneficiary; however, where the fiduciary is
the donor of funds used for investment in the Corporation, the fiduciary and not
the beneficiary must meet the standards set forth above. Certain states may
impose higher suitability standards which an Investor must satisfy. See "State
Suitability Standards," Exhibit A.

All Participating Dealers will make reasonable inquiry to assure that
there is compliance with these suitability standards, and the Corporation will
not accept subscriptions from any person who does not represent in the
Subscription Agreement that he meets such standards.

No transfers will be permitted of less than the minimum permitted
purchase, nor may an investor transfer, fractionalize or subdivide Notes so as
to retain less than such minimum purchase.

The reasons for establishing these standards include the relative lack
of liquidity of Notes and certain risk factors associated with an investment in
the Notes. See "Risk Factors."

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INTENTIONALLY LEFT BLANK]

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TABLE OF CONTENTS
<TABLE>
<CAPTION>

I. PROSPECTUS PAGE
----

<S> <C>
Additional Information v

Reports to Note Holders vi

Suitability Standards: Who Can Invest? vi

Summary of the Offering 9

The Corporation 10

Risk Factors 11

Sources and Uses of Proceeds 19

Business 21

Management 28

Certain Relationships and Related Transactions 28

Security Ownership of Certain Beneficial Owners and Management 29

Management's Discussion and Analysis and Results of Operations 30

Description of Securities 30

Underwriting 35

Indemnification 36

Transferability of Notes 36

Plan of Distribution 36

Sales Material 36

Legal Matters 37

Legal Proceedings 37

Experts 37
</TABLE>

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<TABLE>
<CAPTION>

PAGE
----

<S> <C>
Financial Statements F-1

II. EXHIBITS

A. State Suitability Standards A-1

B. Subscription Agreement B-1

</TABLE>

8
<PAGE> 13

SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the detailed
information and financial statements appearing elsewhere in this Prospectus.

THE CORPORATION

The Corporation was formed under the laws of the State of Florida in
January, 1997, with its principal place of business at 12408 North Florida
Avenue, Tampa, Florida 33612, telephone (813) 935-9476.

THE NOTES AND THE OFFERING

The minimum purchase is 2 Notes. There is no minimum offering. There
are certain suitability standards for Investors. See "Suitability Standards: Who
Can Invest?"

BUSINESS

<PAGE> 14

mobile home lending business (collectively, the "Other Activities"). (The
Financing Activities and the Other Activities are collectively referred to
herein as the "Activities.")

RISK FACTORS

An investment in the Notes involves various risks. See "Risk Factors."

SELECTED FINANCIAL INFORMATION

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
JANUARY 10, 1997

Assets. . . . . . . . . . . . . . . . . . . . . . . . . . $1,000
Liabilities . . . . . . . . . . . . . . . . . . . . . . . $ 0
Net Worth . . . . . . . . . . . . . . . . . . . . . . . . $1,000

THE CORPORATION

The Corporation was formed under the laws of the State of Florida in
January, 1997, with its principal place of business at 12408 North Florida
Avenue, Tampa, Florida 33612, telephone (813) 935-9476.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

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RISK FACTORS

A purchase of the Notes issued by the Corporation involves various risk
factors, including, but not limited to, those set forth below. Prospective
Investors should consider these risk factors before making a decision to
purchase the Notes.

1. SUB-PRIME BORROWERS

Most of the mobile home purchasers in the sub-prime market segment are
hourly wage-earners with little or no personal savings. In most cases such
purchasers' ability to remit payments as required by the terms of the Contracts
is entirely dependent on their continued employment, and job losses will quickly
result in defaults on their consumer debts. A prolonged economic recession
resulting in widespread unemployment in this wage-earning sector could cause a
significant rise in delinquencies and charge-offs, which could adversely affect
the Corporation.

2. INDUSTRY TRENDS

Over the past several years, lenders in the sub-prime market have
experienced increased rates of delinquency, default and credit losses.
Management believes this is due in part to the maturation of the young sub-prime
lending industry, the current weakening trend of the consumer credit market,
attempts by lenders which lack effective knowledgeable management to determine
the correct balance between risk and reward, and the effect of additional
competition on the marketplace. If these trends continue, the Corporation may
experience credit losses, with potential adverse effects on the Note Holders.
See "Business."

3. COMPETITION

Although there is some competition in the mobile home finance business,
the Corporation believes that there are few competitors providing financing to
sub-prime purchasers of Homes. The sub-prime market is highly fragmented and, to
date, is served by only a few non-traditional consumer finance sources. Because
the Corporation provides financing to borrowers who do not qualify for
traditional financing, the Corporation does not believe that it competes with
most commercial banks, savings and loans, credit unions and other consumer
lenders that apply more traditional lending criteria to the credit approval
process. Historically, these traditional sources of mobile home financing (some
of which are larger and have significantly greater financial resources) have not
served the Corporation's sub-prime market segment to any significant extent.
However, if these and other companies expand their activities in the market
served by the Corporation, the competition for suitable Contracts in that market
will continue to intensify, which could have an adverse effect on the
Corporation. See "Business - Mobile Home Finance Industry - Sub-Prime Market
Segment" and "Business - Competition."

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<PAGE> 16

4. NO OPERATING HISTORY

The Corporation has had no significant operations since inception. The
success of the Corporation and its ability to make payments to the Note Holders
is dependent upon the extent to which the Corporation is able to conduct
successfully its Activities, particularly the origination or acquisition of
Contracts. There is no assurance that the Corporation will be able to conduct
its Activities to provide sufficient proceeds to make payments to Note Holders.

5. ANTICIPATED RESULTS OF CONTINUING OPERATIONS; PAYMENT OF INTEREST FROM
OFFERING PROCEEDS

The Corporation anticipates experiencing negative interest income and
net operating losses in the initial stages of operation. These losses would
primarily be the result of the delay between the time subscription proceeds are
received from investors and the time the Corporation commences to receive
interest payments under the Contracts acquired with such funds or other revenues
from its Activities. Thus, in the initial stages of the Corporation's operation,
interest accrued and paid on the Notes will exceed revenues from Activities. As
the proceeds of the offering become fully invested, the Corporation anticipates
receiving interest payments on the Contracts significantly in excess of interest
which will accrue on the Notes.

An amount up to one year's aggregate interest payment on all
outstanding Notes at the close of this offering (Maximum of $1,039,500) may be
paid from the proceeds of this offering.

6. CHANGES IN PROGRAMS, PRODUCTS, POLICIES AND PROCEDURES

Factors such as increased competition in the industry and other
industry trends, as well as other factors, may cause the Corporation from time
to time to review and change its financing programs, products and services
offered, and other business policies and procedures. To the extent there are
future changes in these areas, the Corporation may originate or acquire
Contracts or be subject to other circumstances which increase the risk of loss
to Note Holders. The Corporation will continually review these areas and
reserves the right to change any criteria related thereto described herein or
otherwise as it deems appropriate. See "Business Changes in Programs, Products,
Policies and Procedures."

7. SPECIFIC RISKS APPLICABLE TO AN INVESTMENT IN THE NOTES

a. LIMITED SOURCES OF PAYMENT ON THE NOTES

There are limited sources of payment of interest and principal
on the Notes. There is no assurance that sufficient funds will be available,
particularly if the source thereof is a sale or refinancing of the Notes. There
is no sinking fund for payment of principal or interest on the Notes.

Note Holders will have a security interest in the Collateral
which is pledged as Collateral for Notes. There is no assurance that the value
of this Collateral, if liquidated upon an Event of Default on the Notes, would
be sufficient to repay all amounts due thereon. Some of

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<PAGE> 17

the proceeds of this offering may be used for purposes other than the
origination or acquisition of Contracts or other Activities which result in
underlying Collateral which would be pledged as security for the Notes. See
"Business." This lessens the amount of Collateral available upon a default under
the Notes. The Corporation will have to operate at a profit to generate
sufficient funds to offset these expenditures to be able to make principal and
interest payments on the Notes when due. See "Sources and Uses of Proceeds" and
"Description of Securities." Holders of Notes are required under the Security
Agreement to proceed against and liquidate all the Contracts and other
Collateral before looking to any other assets of the Corporation.

If sufficient funds are not available, the repayment of all or part of
the interest or principal on the Notes may be delayed or never be made.

b. POSSIBLE LOSS OF PERFECTED SECURITY INTEREST IN AND PRIORITY
CLAIM ON THE COLLATERAL

Under certain limited circumstances, the security interest may become
unperfected subsequent to the Corporation's acquisition of the Collateral. See
"Business." If such security interest were not perfected, the Note Holders would
not have a priority claim on the Collateral and would, in effect, be treated as
any unsecured creditor of the Corporation.

The Note Holders' security interest in the Collateral may also be
adversely affected by a number of Federal and state laws, including the Uniform
Commercial Code as in effect in the various states, Federal Bankruptcy Code,
numerous Federal and state consumer protection laws, laws which apply when a
Home is moved to a state other than the state in which it is initially
registered, and liens for unpaid taxes under the Internal Revenue Code of 1986.
All of the foregoing could cause the Note Holders to lose a priority claim on
the Collateral, even if they have a perfected security interest thereon. See
"Business."

Upon an Event of Default under the Notes, if the Note Holders did not
have a priority claim on the Collateral through perfection of their security
interest, or if they lose a priority claim on the Collateral, their ability to
sell the Collateral and use the proceeds to repay the Notes would be adversely
affected as other creditors would have an equal, or in some cases a superior,
claim to the Collateral, and Note Holders could suffer a partial or total loss
of principal and unpaid interest on the Notes.

c. NO RATING OF THE NOTES

The Notes will not be rated by any rating agency.

d. NON-SELF-AMORTIZING LOANS

The Notes do not provide for the amortization of any of the principal
amount prior to maturity. Such Notes involve greater risks than loans in which
the principal amount is amortized over the term of the loan because the ability
of the Corporation to repay at maturity the

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<PAGE> 18

outstanding principal amount of such loans is dependent upon the Corporation's
ability to operate at a profit, including collecting all principal and interest
due on the Contracts.

e. PREPAYMENT OF NOTES

The Corporation may prepay the Notes in whole or in part at any time
without notice, premium or penalty. If the Notes are prepaid before maturity,
Note Holders may not be able to originate or acquire investments paying the same
or greater return at the time of prepayment, which could result in the Note
Holders receiving less income during the period from origination or acquisition
to stated maturity date of the Notes than had been anticipated at the time of
acquiring the Notes.

f. LOSS ON NOTES

If a Note Holder suffers a loss on his Notes, it may be treated as a
capital rather than an ordinary loss, which may affect the manner in which such
loss may be utilized for tax purposes.

g. NO INTEREST IN THE CORPORATION

A NOTE HOLDER WILL NOT ACQUIRE OR OBTAIN ANY BENEFITS WHICH MIGHT
ACCRUE THROUGH AN EQUITY INTEREST IN THE CORPORATION BY A PURCHASE OF NOTES.
NOTE HOLDERS HAVE NO ABILITY TO VOTE ON CORPORATE MATTERS OR OTHERWISE INFLUENCE
MANAGEMENT OF THE CORPORATION.

h. CONTRACTS OUTSTANDING AT MATURITY DATE OF THE NOTES

Management believes that a substantial portion of the Contracts will
generally be renewed or repaid before contractual maturity dates. However, the
Corporation intends to originate or acquire Contracts with maturity dates of up
to 180 or more months. Thus, the Corporation may have a significant number of
outstanding Contracts at the maturity date of the Notes. If the Corporation is
not able to sell or refinance its portfolio of Contracts at the maturity date of
the Notes, the Corporation could default on repayment of the Notes, and
repayment of amounts due on the Notes may be delayed or impaired. See
"Business."

i. FLUCTUATIONS IN QUALITY AND VALUE OF COLLATERAL

The Collateral securing the Notes may fluctuate in quality and value as
the Corporation replaces Collateral due to sale, refinancing or similar reasons,
because Borrowers under the Replacement Collateral may be more or less
creditworthy or the nature of the Replacement Collateral may be less liquid or
depreciate faster than the Collateral which it replaced. These fluctuations may
adversely affect the aggregate value of the Collateral, which may reduce the
funds available in the event of a default on the Notes and thereby increase the
risk of loss to Note Holders upon default.

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<PAGE> 19

j. NO SINKING FUND FOR REPAYMENT OF THE NOTES

There is no sinking fund for payment of principal or interest on the
Notes. Thus, there is less security for the repayment of Notes upon default than
if there was such a fund.

8. NO MARKET FOR AND LIMITED TRANSFERABILITY OF NOTES

No public or other market for the Notes exists and there can be no
assurance that one may develop in the future. Because there is a lack of a
market for the Notes, Note Holders should purchase the Notes only as a long-term
investment, as they may not be able to liquidate their investment in the Notes
in the event of an emergency or for any other reason.

9. REGULATION

The Corporation's business, particularly its Finance Activities, is
subject to regulation and licensing under various federal, Florida and local
statutes, regulations and ordinances. These laws, rules and regulations: (i)
limit the interest rate and other charges that may be imposed by, or prescribe
certain other terms of, the Contracts that the Corporation purchases; and (ii)
define the Corporation's rights to repossess and sell collateral. There is no
assurance that the consumer finance laws under which the Corporation operates
will not become more restrictive, which could reduce the Corporation's cash flow
and thereby its ability to make payments on the Notes.

The Corporation is required to be licensed to conduct its Finance
Activities.

The Corporation is subject to numerous federal laws, including the
Truth in Lending Act, the Equal Credit Opportunity Act and the Fair Credit
Reporting Act and the rules and regulations promulgated thereunder, and certain
rules of the Federal Trade Commission. These laws require the Corporation to
provide certain disclosures to applicants, prohibit misleading advertising and
protect against discriminatory financing or unfair credit practices. The Truth
in Lending Act and Regulation Z promulgated thereunder require disclosure of,
among other things, the terms of repayment, the final maturity, the amount
financed, the total finance charge and the annual percentage rate charged on
each retail installment contract. The Equal Credit Opportunity Act prohibits
creditors from discriminating against loan applicants (including retail
installment contract obligors) on the basis of race, color, sex, age or marital
status. Under the Equal Credit Opportunity Act, creditors are required to make
certain disclosures regarding consumer rights and advise consumers whose credit
applications are not approved of the reasons for the objection. The Fair Credit
Reporting Act requires the Corporation to provide certain information to
consumers whose credit applications are not approved on the basis of a report
obtained from a consumer reporting agency. The rules of the Federal Trade
Commission limit the types of property a creditor may accept as collateral to
secure a consumer loan and its holder in due course rules provide for the
preservation of the consumer's claim and defenses when a consumer obligation is
assigned to a subject holder. The Credit Practices Rule of the Federal Trade
Commission imposes additional restrictions on loan provisions and credit
practices.

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<PAGE> 20

10. SECURITIES LAW LIABILITIES

Management of the Corporation have in the past and may in the future
organize offerings of similar investment programs. Such programs may not be
registered or qualified under federal or state securities laws. There is no
assurance that Management may not incur liabilities in the future or as a result
of such activities, in which event they may not be able to carry out the
management functions under the Servicing Agreement, which may affect the
Corporation's ability to make payments to Note Holders. See "Business -
Relationship with Servicing Company."

11. ARBITRARY DETERMINATION OF OFFERING PRICE OF NOTES

12. GENERAL RISKS

a. SIZE OF OFFERING

The Corporation will be funded with the proceeds from the sale
of the Notes. In the event the Corporation sells less than the 9,900 Notes
offered hereunder, there will be a smaller and less diversified portfolio of
Contracts as collateral and Note Holders will bear a higher proportional share
of Organizational Costs per Note, thereby reducing the net proceeds available
for purchase of Contracts, and Note Holders may have an increased risk of loss.
See "Sources and Uses of Proceeds."

b. CONCENTRATION

Depending on the amount of Net Proceeds actually raised, the
Corporation may only be able to originate or acquire a limited Amount of
Collateral. The Corporation intends to limit its operations to Florida. The
resulting lack of diversity in the geographic area in which the Corporation
operates and the amount and type of Collateral may increase the risk of loss to
the Corporation and the Note Holders.

c. INVESTMENT OF PROCEEDS

The success of the Corporation, in large part, depends on its
ability to keep its assets continuously invested. If the Corporation cannot
locate sufficient acceptable investments on a timely basis, the Corporation may
be unable to keep the maximum anticipated percentage of its assets so invested,
which may result in lower rates of return from the investment of its assets in
other permitted investments. This may reduce the funds available to make payment
of interest and principal on the Notes.

16
<PAGE> 21

d. NO CONTRACTS IDENTIFIED

The uncertainty and risk of an investment in the Notes is
increased to the extent that investors are unable to evaluate for themselves the
economic merit of the Contracts or other assets to be acquired to be identified.
Although the Corporation is currently seeking suitable Contracts and other
assets, no agreement or understanding has been reached for any specific
Contracts or assets. Investors must depend solely upon the ability of Management
with respect to the selection of Contracts and other assets. See "Management."
There can be no assurance that the Corporation will be successful in using all
of the proceeds of the offering to originate or acquire Contracts or other
assets. The inability of the Corporation to find suitable Contracts or other
Assets to acquire with the proceeds of this offering may result in delays in
investment of such proceeds and in the receipt by investors of a return, if any,
from such investments.

e. FIXED EXPENSES

Operating expenses of the Corporation, including certain
compensation which may be paid to Management, must be met regardless of the
Corporation's profitability. See "Business" and "Management." Accordingly, it is
possible that the Corporation may be required to borrow funds or liquidate a
portion of its investments in order to pay its expenses or to make the required
payments to Note Holders. There can be no assurance that such funds will be
available to the extent, and at the time, required by the Corporation.

f. INVESTMENT COMPANY ACT OF 1940

The sole Director intends to conduct the operations of the
Corporation so that it will not be subject to regulation under the Investment
Company Act of 1940. Among other things, he will attempt to monitor the
proportion of the Corporation's portfolio which is placed in various investments
so that the Corporation does not come within the definition of an investment
company under such Act. As a result, the Corporation may have to forego certain
investments which would produce a more favorable return to the Corporation.

13. RELIANCE ON AND EXPERIENCE OF MANAGEMENT AND SERVICING COMPANY; NO
VOTING RIGHTS

The Corporation's day-to-day affairs will be administered entirely
through and decisions thereto will be made exclusively by the Servicing Company,
which has the same management as that of the Corporation. The success of the
Corporation will, to a large extent, depend on the quality of services provided
by Mr. Sutter and the Servicing Company's employees. As of the date of this
Memorandum, there was only one employee of the Corporation, Mr. Sutter, and only
one other employee of the Servicing Company in addition to Mr. Sutter. The loss
of the services of Mr. Sutter could materially adversely affect the business of
the Corporation. There is no employment agreement with Mr. Sutter. There is no
"key man" insurance on the life of Mr. Sutter. The Servicing Company will need
to hire additional employees to fulfill its duties under the Servicing Agreement
with the Company. There is no assurance that such personnel can be located, or
located on a timely basis, with potential adverse consequences to Note Holders.

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<PAGE> 22

Note Holders have no voting rights and no right or power to take part
in the management of the Corporation or the Servicing Company Accordingly, no
person should purchase any of the Notes offered hereby unless he is willing to
entrust all aspects of the management and control of the business of the
Corporation to the Servicing Company and the Corporation, and their officers,
directors and employees. See "Management."

The Servicing Agreement may be terminated by either party without cause
upon 15 days' notice. If the Servicing Agreement is terminated, the Corporation
will have to locate replacement personnel or another servicing company. There is
no assurance that such personnel or company could be located, or located on a
timely basis, with potential adverse consequences to Note Holders.

14. COMPETITION BY THE CORPORATION WITH OTHER AFFILIATED CORPORATIONS;
CONFLICTS OF INTEREST

Anthony A. Sutter, the sole officer and director of the Corporation and
the Servicing Company, may engage for his own account, or for the account of
others, including other public or private entities, in other business ventures,
some of which may have the same investment objectives as the Corporation, and
neither the Corporation nor the Note Holders shall be entitled to any interest
therein.

Mr. Sutter will devote only so much of his time to the business of the
Corporation as in his judgment is reasonably required. Mr. Sutter will have
conflicts of interest in allocating management time, services and functions
between the Corporation and any future entities which he may organize, as well
as other business ventures in which he is involved. Mr. Sutter believes that he
will be able to retain sufficient staff personnel to be fully capable of
discharging his responsibilities to all entities he has organized.

A potential conflict of interest concerning loan origination and
acquisition may arise because it is anticipated that the Servicing Company will
provide similar services to future entities ("Affiliated Entities") formed by
Management and their affiliates which are engaged in businesses similar to that
of the Corporation. Any such conflicts will be resolved on a subjective,
case-by-case basis in a manner in which Management believes to be in the best
interest of each entity

15. INCREASE IN TRUSTEE REIMBURSEMENT UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT

The Indenture of Trust provides that, in addition to the fee of $500
per year to be paid to the Trustee, upon the occurrence of an Event of Default,
as defined in the Indenture of Trust or Security Documents, the Trustee will
receive an additional fee of $75 per hour for time incurred in rendering his
duties as Trustee. If such an Event of Default occurs, there is no assurance
that the Trustee will not be required to expend a significant amount of time in
exercising his duties as Trustee, and the resulting compensation paid to the
Trustee will reduce funds available to satisfy the Notes.

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<PAGE> 23

SOURCES AND USES OF PROCEEDS

The following table sets forth the estimated application by the
Corporation of the anticipated proceeds of the sale of Notes.

Maximum
-------------
(9,900 Notes)

AMOUNT PERCENT
------ -------

<S> <C> <C>
Purchase or Origination of Contracts and Interest on the Notes (1) $6,737,000 68.0%

Floor Plan Financing (2) 1,000,000 10.1

Estimated Initial Expenses Related to Purchase or Origination of 600,000 6.1
Contracts (3)

Purchase and/or Lease of Equipment (4) 75,000 .8

Working Capital Reserve (5) 300,000 3.0

Sales Commissions and Concessions (6) 693,000 7.0

Due Diligence Reimbursement, Non-Accountable Expense Allowance and 346,500 3.5
Managing Dealer Fee (7)

Other Organizational and Offering Expenses (8) 148,500 1.5
---------- ----

TOTAL USES OF PROCEEDS $9,900,000 100%
========== ====
</TABLE>

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

(1) To the extent these funds are not used for this purpose, they will be
available for other aspects of the Corporation's business. See
"Business." Further, an amount up to $1,039,500 for aggregate interest
payments on all outstanding Notes (assuming all Notes are sold) may be
paid from the proceeds of this offering. See "Risk Factors."

(2) To the extent these funds are not used for this purpose, they will be
available for other aspects of the Corporation's business. See
"Business."

(3) Until the Corporation generates Cash Flow in excess of operating
expenses including interest payments due under the Notes, offering
proceeds will be used to make payments under the Servicing Agreement.
See "Business."

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<PAGE> 24

(4) This amount will be used for the purchase and/or lease of office space,
office equipment, trucks and automobiles.

(5) This amount is available for payment of operating expenses other than
interest on the Notes.

(6) The Corporation will pay the Managing Dealer a selling commission of
7.0% of the offering price ($70 per Note) for all Notes sold. See
"Underwriting."

(7) This amount includes reimbursement for actual due diligence expenses
which may be paid to the Managing Dealer in an amount up to .5% per
Note ($5 per Note), payments which may be made to Managing Dealer by
the Corporation as a Non-Accountable Expense Allowance not to exceed
1.0% of the offering price per Note ($10 per Note) and a Managing
Dealer Fee in an amount up to 2% ($20 per Note) to Managing Dealer. See
"Underwriting."

(8) This amount ("Amount") includes legal, accounting, printing and other
offering costs and is in addition to the amounts referred to in
footnotes 6 and 7 above. The Corporation will pay from the proceeds of
this offering all of such Amount, estimated to be $148,500 (Maximum
Offering).

If less than the Maximum Offering is sold, the proceeds will used for
any of the purposes set forth above as determined in the best interest of the
Corporation by its management.

The Corporation believes it will be able to satisfy its cash
requirements for the foreseeable future if it does not expand its business by
acquiring additional Contracts. However, in order for the Corporation to
continue to expand its dealer base and portfolio of Contracts, the Corporation
must secure additional capital resources, including additional debt or equity
offerings and institutional financing, such as a line of credit. No assurance
can be given that additional capital resources will be available through such
sources, or available on reasonable terms. Management does not believe that
Investors in this offering will be adversely affected if the Corporation is not
able to expand its business by securing additional capital resources.

[THE BALANCE OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]

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<PAGE> 25

BUSINESS

- Originating, purchasing and refinancing for its own account
retail mobile home installment sale contracts (the
"Contracts") created in connection with the financing of
primarily used as well as some new mobile homes (the "Homes").

- Selling Contracts to other lenders.

- Providing certain floor plan financing to mobile home dealers
(the "Dealers").

In addition, the Corporation may also:

- Purchase, refurbish (if necessary) and lease or sell new or
used Homes.

- Buy and improve land for development of mobile home parks (the
"Parks"), or provide financing to others for such purpose.

- Buy and sell Parks.

- Purchase other sub-prime financial companies in the mobile
home lending business.

MOBILE HOME FINANCE INDUSTRY

The mobile home industry is estimated by Management to be at least a
$40 billion market for all outstanding mobile home installment credit, of which
a significant portion is estimated to be sub-prime credit.

SUB-PRIME MARKET SEGMENT

The Corporation operates in the sub-prime segment of the mobile home
finance market, focusing on financing used Homes sold to sub-prime borrowers.
Although Contracts financed in this market segment have higher yields, they also
present greater risk of default and loss.

A sub-prime borrower is a purchaser of a Home who does not qualify for
traditional "A" or "Prime" credit, which in general means that the borrower does
not have all of the following characteristics: (i) a long credit history and no
defaults, (ii) at his/her current job for at least 18 months, (iii) can easily
finance a Home through a traditional financial institution, such as a bank, (iv)
usually a homeowner, and (v) typical risk of loan loss is less than 3% and whose
typical cost of credit is prime plus 1% to 3%. Sub-prime borrowers are rated
"B," "C" or "D," based upon the degree of variance from the foregoing
characteristics.

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<PAGE> 26

COMPETITION

In connection with the origination or acquisition of Contracts, the
Corporation will encounter significant competition from persons or entities
which may have objectives similar in whole or in part to those of the
Corporation. Most of such competitors may be substantially better financed and
have reputations and public awareness of their operations which are more widely
known and accepted. The pressure of such competition may require that the
Corporation pay more for Contracts it originates or acquires or to originate or
acquire Contracts of lesser quality, which could reduce or eliminate payments to
Note Holders. See "Risk Factors."

ORIGINATION OR ACQUISITION AND SERVICING OF CONTRACTS

The Corporation has entered into a Servicing Agreement with the
Servicing Company, to provide all services in connection with Contact
origination or acquisition and servicing. which agreement may be terminated by
either party without cause upon 15 days' notice. See "Risk Factors." Because the
Servicing Company must operate within the guidelines established by the
Corporation, all management and operational decisions made by the Servicing
Company will be the same as would be made if the Corporation made such decisions
directly. No funds of the Corporation are deposited or kept in any account
commingled with funds of the Servicing Company or any other person or entity.
See "Business - Relationship with Servicing Company."

ORIGINATION OR ACQUISITION

The process starts when the credit application from the Borrower is
received. An investigator will review the application and obtains the
applicant's credit bureau and other information.

Contract origination or acquisition guidelines include Employment
History, Income, Time at Residence, Debt to Income Ratio, Bankruptcies, Child
Support, Repossessions, Liens/Judgments, Previous Delinquencies, Collection and
Charge Offs, Co-Buyers and Co-Signers. The Corporation uses the following
factors for determining the amount to finance under

22
<PAGE> 27

a Contract: Loan Value, Age and Condition of the Home, Maximum Number of Months
Financed and Pricing.

When this process is complete, an application will be approved
unconditionally or with conditions, such as adjustments to the interest rate,
down payment, maximum loan to value, co-maker or other significant conditional
criteria.

Prior to closing the funding, the Corporation reviews the financing to
determine the following: (i) all required documentation has been included, (ii)
the math is correct, (iii) the regulatory requirements have been satisfied, (iv)
the amount financed does not exceed the maximum loan allowed, and (v) any
conditions imposed have been satisfied. The Corporation will contact the
insurance carrier to confirm insurance.

SERVICING

Billing. The Servicing Company generates bi-monthly statements which
are sent to the borrower.

Collections. The Corporation has established certain collection
guidelines, which guidelines will not necessarily be followed in all cases and
which are subject to modification at any time.

When a delinquency occurs, a Collector will make a call by the first
day of the delinquency. By the third day of delinquency, if the account has not
been brought current, the Collector will personally visit the delinquent
borrower. If the borrower is unable to make all required payments on a current
basis, the Collector may make reasonable payment arrangements to cure the
delinquency. If all of these collection processes are not successful, the
repossession process commences immediately.

Repossessions and Resale Department. Either the borrower voluntarily
agrees to vacate the Home, or an attorney is contacted to effect an involuntary
repossession. The Home will be renovated as necessary and sold in its then
current location, if possible.

CERTAIN LAWS, RULES AND REGULATIONS AFFECTING COLLECTION ACTIVITIES

Repossession; Notice of Sale; Redemption Rights. In the event of
default by Home purchasers, the holder of the retail installment sale contract
has all the remedies of a secured party under the Uniform Commercial Code (the
"UCC"), except where specifically limited by other state laws, including the
right to repossession through self-help. The UCC and other state laws place
restrictions on repossession sales, including requirements that the secured
party provide the debtor with reasonable notice of the date, time and place of
any public sale and/or the date after which any private sale of the collateral
may be held. The debtor has the right to redeem the collateral prior to actual
sale by paying the secured party the delinquent principal balance of the
obligation plus reasonable expenses for repossessing, holding, and preparing the

23
<PAGE> 28

collateral for disposition and arranging for its sale, plus, in some
jurisdictions, reasonable attorneys' fees, or by payment of the unpaid balance.

In several cases, consumers have asserted that the self-help remedies
of secured parties under the UCC and related laws violate the due process
protection provided under the 14th Amendment to the Constitution of the United
States. Courts have generally upheld the notice provisions of the UCC and
related laws as reasonable or have found that the repossession and resale by the
creditor does not involve sufficient state action to afford constitutional
protection to consumers.

Consumer Protection Laws. Numerous Federal and state consumer laws and
related regulations impose substantial requirements upon lenders and servicers
involved in consumer finance. These laws include the Truth-in-Lending Act, the
Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit
Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations "B"
and "Z," the Texas Consumer Credit Code, state adaptations of the National
Consumer Act and the Uniform Consumer Credit Code, and state sales finance and
other similar laws. Also, state laws impose finance charge ceilings and other
restrictions on consumer transactions and require contract disclosures in
addition to those required under Federal law. These requirements impose specific
statutory liabilities upon creditors who fail to comply with their provisions.
In some cases, this liability could affect an assignee's ability to enforce
consumer finance contracts such as the Contracts and in some cases could result
in additional liability on the part of the Contract holder.

The so-called "Holder-in-Due-Course" Rule of the Federal Trade
Commission (the "FTC Rule"), the provisions of which are generally duplicated by
the UCC, other state statutes or the common law, has the effect of subjecting a
seller (and certain related lenders and their assignees) in a consumer credit
transaction and any assignee of the Seller to all claims and defenses which the
debtor in the transaction could assert against the seller of the goods.
Liability under the FTC Rule is limited to the amounts paid by a debtor under
the contract, and the possible forfeiture of any balance remaining due
thereunder from the debtor.

Most of the Contracts will be subject to the requirements of the FTC
Rule. Accordingly, the Corporation, as holder of the Contracts, will be subject
to any claims or defenses that the purchaser of the related financed Home may
assert against the seller of the Home. Such claims are limited to a maximum
liability equal to the amounts paid by the obligor on the Contract.

Other Limitations. In addition to laws limiting or prohibiting
deficiency judgments, numerous other statutory provisions, including Federal
bankruptcy laws and related state laws, may interfere with or affect the ability
of a secured party to realize upon collateral and/or to enforce a deficiency
judgment. For example, in a Chapter 13 proceeding under the Federal Bankruptcy
Code, a court may prevent a lender from repossessing a mobile home, and, as part
of the rehabilitation plan, reduce the amount of the secured indebtedness to the
market value of the Home at the time of bankruptcy, leaving the lender as a
general unsecured creditor for the

24
<PAGE> 29

remainder of the indebtedness. A bankruptcy court may also reduce the monthly
payments due under a contract or change the rate of interest and time of
repayment of the indebtedness.

Transfers of Homes. The Contracts prohibit the sale or transfer of the
Home securing a Contract without the Corporation's consent and permit the
Corporation to accelerate the maturity of the Contract upon a sale or transfer
without its consent. The Corporation will not consent to a sale or transfer and
will require prepayment of the Contract.

SALE OF CONTRACTS

The Corporation may from time to time sell blocs of Contracts
which it originates to other lenders. The Corporation does not anticipating so
selling such Contracts until at least twelve (12) months after the origination
date.

FLOOR PLAN FINANCING

The Corporation may provide financing to Dealers for Homes held for
resale to Home purchasers, called floor plan financing. The Corporation
anticipates that the financing will be at effective interest rates ranging from
14% to 24% (the A.P.R. may be less, but the effective rate includes additional
interest payments in the form of points or similar charges allowed by law), with
maturaties ranging from one to two years. The Corporation does not anticipate
lending more than One Hundred Thousand Dollars ($100,000) to any one dealer.

OTHER BUSINESS SEGMENTS

The Corporation may also: (1) purchase, refurbish (if necessary) and
lease or sell new or used Homes; (2) buy and improve land for development of
mobile home parks (the "Parks"), or provide financing to others for such
purpose; (3) buy and sell Parks; and (4) purchase other sub-prime financial
companies in the mobile home lending business. As of the date of this
Prospectus, the Corporation has no understandings or agreements with any third
party to engage in such activities. The Corporation anticipates that it will
only engage in such activities if it becomes aware of favorable opportunities in
such segments in connection with its financing activities described above, and
an appropriate amendment to this Registration Statement will be filed in
connection therewith if this offering has not closed.

MARKETING

The Corporation anticipates that it will not have to engage in any
significant marketing activities because of the anticipated high demand for the
financing it provides and the lack of significant competition to provide such
financing. However, the Corporation intends to contact

25
<PAGE> 30

Dealers throughout Florida to advise them of the availability of the
Corporations financing program.

CHANGES IN PROGRAMS, PRODUCTS, POLICIES AND PROCEDURES

Factors such as increased competition in the industry and other
industry trends described above, as well as other reasons, may cause the
Corporation from time to time to review and change its financing programs,
products and services offered, and other business policies and procedures. To
the extent there are future changes in these areas, the Corporation may
originate or acquire Contracts or be subject to other circumstances which may
increase the risk of loss to Note Holders. The Corporation will continually
review these areas and reserves the right to change any criteria related thereto
described herein or otherwise as it deems appropriate. See "Risk Factors."

REGULATION

The Corporation's business is subject to regulation and licensing under
various federal, Florida and local statutes, regulations and ordinances. These
laws, rules and regulations: (i) limit the interest rate and other charges that
may be imposed by, or prescribe certain other terms of, the Contracts that the
Corporation purchases; and (ii) define the Corporation's rights to repossess and
sell collateral. There is no assurance that the consumer finance laws under
which the Corporation operates will not become more restrictive, which could
reduce the Corporation's cash flow and thereby its ability to make payments on
the Notes.

The Corporation is required to be licensed by the State of Florida to
conduct its Finance Activities.

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<PAGE> 31

course rules provide for the preservation of the consumer's claim and defenses
when a consumer obligation is assigned to a subject holder. The Credit Practices
Rule of the Federal Trade Commission imposes additional restrictions on loan
provisions and credit practices.

RELATIONSHIP WITH SERVICING COMPANY

SERVICING AGREEMENT

The Corporation will pay the Servicing Company actual cost plus twenty
percent (20%) for services rendered. If the Servicing Company provides similar
services to future Affiliated Entities, loan servicing costs will be apportioned
based upon the number of Contracts held by each entity, and acquisition or
disposition costs will be paid directly by each entity based upon the number of
Contracts related thereto.

As of the date of this Prospectus, only Mr. Sutter and his assistant
are employed by the Servicing Company. Additional administrative employees will
be hired as necessary.

EMPLOYEE

As of the date of this Prospectus, there was only one (1) employee of
the Corporation, Mr. Sutter. Management believes that it has an excellent
relationship with its employee. Its employee is not represented by a collective
bargaining agreement.

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<PAGE> 32

PROPERTIES

The Corporation's executive offices are located at 12408 North Florida
Ave., Tampa, Florida. The office is leased from an Affiliate on a month to month
basis for $2200 per month, including utilities and taxes.

MANAGEMENT

Set forth below is certain information concerning the sole officer,
director and key employee of the Corporation and the Servicing Company. The sole
director serves for a term of one year until the next annual meeting of the
Corporation, and until his successor(s) are elected and qualified.

NAME POSITION AGE
---- -------- ---

<S> <C> <C>
Anthony A. Sutter President, Chief Executive Officer, 45
Secretary, Treasurer and Sole Director
</TABLE>

ANTHONY A. SUTTER, age 45, has been the President, Chief Executive
Officer, Secretary, Treasurer and Sole Director of the Corporation and the
Servicing Company since their inception. He has also been the sole officer and
director of Sterling Properties Management, Inc., a Tampa, Florida property
management company, since October. 1989. He is also the sole officer and
director of four corporations owning mobile home parks in Florida. He received a
B.S. degree in Accounting and Economics from St. Louis University, St. Louis,
Missouri in 1973. He has been involved in the residential housing business for
25 years, during which time he has owned, managed and operated many properties,
including mobile home parks.

The Corporation does not have a written employment agreement with Mr.
Sutter. All compensation paid to Mr. Sutter will be paid by the Servicing
Company, based upon available funds, with no other limitation. No compensation
has been paid to Mr. Sutter as of the date of this Prospectus.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following relationships and related transactions exist between the
Corporation and the Servicing Company:

Mr. Sutter is President, Chief Executive Officer, Secretary, Treasurer
and Sole Director of both the Corporation and the Servicing Company. Mr. Sutter
owns the controlling interest in both the Corporation and the Servicing Company.

28
<PAGE> 33

The Corporation may sell or lease Homes to affiliates. Any lease will
be at Fair Market Value, based upon the Corporation's lease rates to independent
third parties, and any sale will be at Fair Market Value based upon NADA
wholesale value.

There is a Servicing Agreement between the Corporation and the
Servicing Company. See "Business - Relationship with Servicing Company."

It is anticipated that the Corporation will lease office space from
Halliday Village Mobile Home Park, Inc., a Florida corporation affiliated with
Mr. Sutter. See "Business-Properties."

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is certain information as of the date of this
Prospectus with respect to any persons known to the Corporation to be the
beneficial owner of more than 5% of the Corporation's Common Stock and of the
Common Stock owned by the sole officer and director of the Corporation. Because
the Notes do not constitute and are not convertible into equity of the
Corporation, the percentage of ownership set forth below will not vary as a
result of this offering.

AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP % OF CLASS
------------------------ -------------- --------- ----------

<S> <C> <C> <C>
Anthony A. Sutter Common 800 80%

Judith Estrin, Trustee; Stanley Common 200 20%
D. Estrin Irrevocable Trust dated 3/16/93

All officers and directors as a 1,000 100%
group (1 person) ===== ===
</TABLE>

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

Other than as set forth above, the Corporation is not aware of any
other shareholders who beneficially own, individually or as a group, 5% or more
of the outstanding shares of Common Stock of the Corporation. Mr. Sutter may be
deemed a "founder" or "parent" of the Corporation as such term is defined in the
Securities Act of 1933, as amended.

29
<PAGE> 34

MANAGEMENT'S DISCUSSION AND ANALYSIS
AND RESULTS OF OPERATIONS

The Corporation has no earnings and no significant assets. The
Corporation will use the proceeds of this offering primarily to engage in the
Financing Activities.

DESCRIPTION OF SECURITIES

The following is a summary of certain provisions of the Note, Security
Agreement, Custodian Agreement and Indenture of Trust, which are filed as
Exhibits to this Registration Statement. This summary is qualified in its
entirety by the terms and conditions of such documents.

NOTES

The sole sources of payment of interest on the Notes will be cash flow
generated from operations, the proceeds of this offering in an amount not to
exceed $1,039,500, any other cash flow of the Corporation not otherwise pledged
as security for other obligations of the Corporation, of which there is not
anticipated to be any, capital contributions or loans of the shareholders, or
operational borrowings obtained from third party lenders. See "Sources and Uses
of Proceeds." Shareholders and their affiliates are under no obligation to make
capital contributions or loans to the Corporation. The Corporation has no
commitment to obtain loans from third party lenders, and there is no assurance
that such loans could be obtained. See "Risk Factors." The sole sources of
repayment of principal and accrued interest on the Notes at the end of their
term will be cash flow generated from operations, a refinancing of the Notes, a
sale of the Collateral which is pledged as security for the Notes, proceeds from
the repayment of the Contracts or other income generating assets which are
pledged as security for the Notes not used to originate or acquire additional
Contracts, loans or capital contributions from the shareholders, although the
shareholders are under no obligation to do so, or proceeds of future securities
offerings, if any.

30
<PAGE> 35

The Corporation reserves the right to sell additional notes or equity
interests in a public offering or in an offering exempt from registration under
federal and state securities laws to provide additional financing for the
Corporation. There is no assurance that any such offering would be undertaken or
successful. If sufficient funds are not available from any of such sources, the
repayment of all or part of the interest or principal on the Notes may be
delayed or never be made. See "Risk Factors."

There is no sinking fund for payment of principal or interest on the
Notes. Neither the Notes, nor any other obligations of the Corporation, have
cross-default provisions.

The price, amount of, and interest rate on the Notes to be offered have
been established arbitrarily by the Corporation and may bear no relationship to
its assets or to the earning potential of the Contracts or the Corporation. NOTE
HOLDERS WILL NOT ACQUIRE OR OBTAIN ANY BENEFITS WHICH MIGHT ACCRUE THROUGH AN
EQUITY INTEREST IN THE CORPORATION BY HIS PURCHASE OF NOTES.

SECURITY AGREEMENT

Under the Security Agreement, the Corporation has granted the Note
Holders through the Trustee a security interest (the "Security Interest") in and
to all of the following: The assets ("Assets") acquired with the proceeds of the
offering or other Assets ("Replacement Assets") acquired with funds obtained
from the repayment, sale or refinancing of such Assets, including all rights to
receive payments thereunder and security interests in and instruments of title,
whether now owned or hereafter acquired, all funds in the following bank
account: Barnett Bank - Account #1408067369; all proceeds of the offering
pursuant to the Registration Statement of Corporation declared effective by the
Securities and Exchange Commission on _______________, 1997 (the "Registration
Statement"); and in all products thereof and all cash and non-cash proceeds of
any of the foregoing, in any form, including, without limitation, proceeds of
insurance policies from the loss thereof, assignments or other documents and
instruments located in a separate, segregated, locked file cabinet marked
"Cabinet A Sterling Financial Services of Florida - I, Inc. - Secured Notes" in
the possession, custody and control of the Trustee as described in the Security
Agreement and the Indenture of Trust (all of the foregoing hereinafter called
the "Collateral"); provided, however, that the security interest granted
hereunder is subject to the conditions and limitations set forth in the
Registration Statement below and the Security Agreement, and the Collateral may
be released to the. Under the Security Agreement, the Corporation is prohibited
from pledging the Collateral as security for debts and obligations of the
Corporation other than the Notes. The above described file cabinet will not be
used for collateral for any other Notes issued or to be issued by the
Corporation or its affiliates, and thus the Collateral securing the Notes is
segregated therefrom. Because of such segregation, the Collateral which is
security for the Notes can be clearly identified and separated from any other
asset of the Corporation, and thus such segregation would be valid in the event
the Corporation were to default on the Notes or become the subject of a
proceeding under the Bankruptcy law.

31
<PAGE> 36

The Collateral may be released to the Corporation upon receipt of an
affidavit signed and sworn to by a duly authorized officer of the Corporation
that (a) the Corporation has received or anticipates receiving within five (5)
business days payment in full from the obligor under the Contract, (b) the
Corporation needs the Collateral for repossession or other similar purpose after
default on a Contract, or (c) any administrative event for which release for
mailing to the State is required under statute, rule, regulation or practice
such as change in name of a borrower due to marriage or divorce, change of
address, or notation of a subordinate lien. Upon a release of the Collateral
pursuant to (c) above, the Corporation or its Agent shall promptly return
Collateral to the Trustee upon receipt of the reissued Collateral after the
changes have been made by the appropriate state agency.

INDENTURE OF TRUST

Stanton K. Shultz, Clearwater, Florida, will serve as the Trustee under
the Indenture of Trust. From August, 1989 to date, he has been President of
Stanton Shultz, CPA, PA, an accounting firm in Clearwater, Florida. From May,
1984, to August, 1989, he was Vice President - Finance of Jones & Hawkins
Insurance, Inc., an independent insurance agency in Clearwater, Florida, where
he handled all accounting functions. From May, 1982 to April, 1984, he was a
business consultant to a computer manufacturer and distributor and was
responsible for computerization of the entire company. From June, 1981 to May,
1982, he was an account executive at Merrill Lynch Pierce Fenner and Smith,
Inc., a brokerage firm, where he was responsible for providing investment advice
to clients. From May, 1976 to May, 1981, he was Controller of Waterbed City,
Inc., where he was responsible for all accounting and data processing functions.
Mr. Shultz currently has no direct or indirect employment, financial or other
relationship with the Corporation or its affiliates, and, as such, is acting as
an independent Trustee. Mr. Shultz received a B.S. degree in Accounting from
Jacksonville University, Jacksonville, Ohio, in 1975 and a 5th year Accounting
Degree from Tampa College, Tampa, Florida, in 1992. Pursuant to the terms of the
Indenture of Trust, Mr. Shultz will receive a fee of $500 per year plus
reimbursement of actual expenses. In addition, upon the occurrence of an Event
of Default under the Trust Agreement or the Security Documents, the Trustee
shall receive a fee of $75 per hour for time incurred in rendering his duties as
Trustee.

An Indenture of Trust will be entered into between the Corporation and
the Trustee for the benefit of Note Holders. The Trustee will accept title to
the Security Agreement on behalf of the Note Holders. The description of the
Indenture of Trust set forth below and references to Note Holders will be
determined based on the Notes issued to Note Holders. The duties of the Trustee
are to hold the Security Agreement, to perform certain obligations in the event
of a default in the payment of the principal and interest on the Notes, and to
execute and deliver to the Corporation partial or full satisfaction of the
Security Agreement upon partial or full repayment of the Notes.

The following constitute Events of Default under the Indenture of
Trust:

(1) The failure of the Corporation to make monthly interest
payments due under the terms of the Notes;

32
<PAGE> 37

(2) The failure of the Corporation to pay the principal of any of
the Notes, in full when due, it being expressly understood
that a default in the payment of the principal of any note
shall constitute a default in all Notes;

(3) A default in any of the covenants of the corporation contained
in the Security Documents or the occurrence of any event upon
the happening of which the Notes become due and payable (with
or without an election on the part of the Trustee; and

(4) A default by the Corporation in any of its obligations under
the Indenture.

In the event that an Event of Default has not been cured within thirty
(30) days after written notice of its occurrence has been received by the
Corporation, either the Trustee or the holders of any Notes if there is an Event
of Default as set forth in subparagraphs (1) or (2) above, or the Trustee and
the holders of not less than twenty-five percent (25%) in aggregate principal
amount of the Notes then outstanding in connection with an Event of Default as
set forth in subparagraphs (3) or (4) above, by notice in writing to the
Corporation (and to the Trustee if given by the Note Holders), may declare the
principal of all of the Notes to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything to the contrary notwithstanding.

If at any time after the principal of the Notes shall have been so
declared due and payable, and before any judgment or decree for the payment of
monies due shall have been obtained or entered, the Corporation shall pay all
accrued interest upon the Notes and certain other events have occurred, all
defaults shall be deemed waived. At any time after the election to declare the
principal of all of the Notes due and payable as a result of an Event of
Default, the Trustee may institute any action or proceeding at law or in equity
(including foreclosure of the Security Agreement) for the collection of sums due
and unpaid. Any and all monies collected by the Trustee shall be applied in the
following order:

(1) To the payment of all costs and expenses of collection;

(2) To the payment of interest on the Notes, such payments to be
made ratably to the persons entitled thereto;

(3) To the payment of the outstanding principal balance on the
Notes, such payments to be made ratably to the persons
entitled thereto; and

(4) The remainder, if any, shall be paid to the Corporation, its
successors and assigns or to any other person under an order
of court.

No Note Holder has any right to institute any suit, action or
proceeding in equity or at law with respect to the Indenture or the Notes unless
such Note Holder previously has given to the Trustee written notice of default
and unless the holders of not less than 25% of the aggregate

33
<PAGE> 38

principal amount of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
and shall have offered to the Trustee payment of the costs, expenses and
liabilities to be incurred and the Trustee, for sixty (60) days after receipt of
such notice, shall have failed to institute any such action. Notwithstanding the
foregoing, if the Event of Default is as specified in paragraph 5(a) or (b) of
the Indenture of Trust, the foregoing 25% requirement shall not apply, and such
written notice need only be given by any Note Holder. No one or more Note
Holders shall have any right to affect or prejudice the rights of any other Note
Holder or to seek to obtain priority over or preference to any other such Note
Holder, or to enforce any right under the Indenture of Trust or the Notes,
except in the manner provided in the Indenture of Trust and for the equal, pro
rata and common benefit of all Note Holders. Notwithstanding any provision of
the Indenture, however, the right of any Note Holder to receive payment of the
principal and interest on such Note, on or after the due date of the principal
thereof, or to institute suit for the enforcement of such payment on or after
such due date, shall not be impaired or affected without the consent of such
Note Holder.

The Note Holders of a majority in aggregate principal amount of the
Notes at any time outstanding have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee;
however, the Trustee has the right to decline to follow any such direction if
the Trustee has been advised by counsel that the action may not be lawfully
taken or that the action will be unduly prejudicial to the Note Holders not
taking part in such direction.

The Trustee is obligated to mail to the Note Holders notice of the
occurrence of an Event of Default within thirty (30) days after it receives
notice of such event, unless such event shall have been cured before the giving
of such notice.

The Corporation agrees to indemnify the Trustee for any liability or
expense incurred without negligence or bad faith on the part of the Trustee in
connection with the administration of the Indenture of Trust.

The Indenture contains various provisions protecting the Trustee when
he acts in good faith in reliance on certificates and other documents supplied
by the Corporation and on opinions of the Trustee's counsel.

The Trustee may resign at any time by giving written notice to the
Corporation and to the Note Holders. The Corporation is obligated to appoint
promptly a successor Trustee. If no successor Trustee shall have been so
appointed within thirty (30) days after the mailing of notice of resignation,
the resigning Trustee may petition a court of competent jurisdiction for the
appointment of a successor Trustee, or any Note Holder may, on behalf of himself
and the other Note Holders, petition any such court for appointment of a
successor Trustee. In addition, the holders of a majority of the aggregate
principal amount of the Notes at any time outstanding may remove the Trustee at
any time and appoint a successor Trustee.

The Trustee shall act as Custodian of the Collateral for the benefit of
Note Holders.

34
<PAGE> 39

UNDERWRITING

The Notes are being offered on a "best-efforts" $9,900,000 Maximum
Offering through The Notes are being offered on a "best-efforts" basis through
Southern Capital Securities, Inc. (the "Managing Dealer") and other Dealers
("Participating Dealers") who are members of the National Association of
Securities Dealers, Inc. (the "NASD"). The Corporation has agreed to indemnify
the Managing and Participating Dealers against certain liabilities, including
liabilities under the Securities Act of 1933. The Corporation will pay the
Managing Dealer 7% of the offering price ($70 per Note), a portion of which may
be reallowed to Participating Dealers. The Corporation will also reimburse the
Managing Dealer for actual due diligence expenses in an amount up to .5% per
Note ($5 per Note) and pay to the Managing Dealer a Non-Accountable Expense
Allowance not to exceed 1% of the offering price per Note ($10 per Note) for all
Notes sold in the offering, a portion of the foregoing which may be reallowed to
Participating Dealers. The Corporation will also pay to the Managing Dealer a
Managing Dealer Fee of 2% of the offering price ($20 per Note) for all Notes
sold in the offering. Neither the Managing Dealer nor any Participating Dealers
are affiliated with the Corporation or the Servicing Company.

Southern Capital Securities, Inc. is the lead underwriter for this
offering and will execute a Managing Dealer Agreement with the Corporation. The
Managing Dealer may enter into Selected Dealer Agreements with other
broker/dealers, and may reallow a portion of the compensation payable to it for
selling the Notes hereunder to such Selected Dealers.

The Corporation intends to sell the Notes in this offering only in the
states in which the offering is qualified. An offer to purchase may only be made
and the purchase of the Notes may only be negotiated and consummated in such
states. The Subscription Agreement for the Notes must be executed, and the Notes
may only be delivered in, such states. Resale or transfer of the Notes may be
restricted under state law. See "Risk Factors - No Market for Notes" and
"Transferability of Notes."

If the Corporation does not terminate the offering earlier, which in
the sole discretion of Management it may, the offering of Notes will continue
until the Corporation raises an aggregate of $9,900,000, provided that the
offering period for all of Notes of the Corporation will not exceed 24 months
from the date of this Prospectus.

The Managing Dealer and the Selected Dealers have agreed in accordance with
the provisions of SEC rule 15c2-4 to cause all funds received for the sale of a
Note to be promptly deposited with the Corporation upon the receipt of executed
Subscription Agreement and the related funds by the participating Dealer by or
before noon of the next business day following the sale of said Notes.

35
<PAGE> 40

INDEMNIFICATION

Insofar as indemnification for liabilities arising under Securities Act
of 1933 may be permitted to directors, officers and controlling persons the
Corporation pursuant to any provisions contained in its Certificate of
Incorporation, or bylaws, or otherwise, the Corporation has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

TRANSFERABILITY OF NOTES

The Notes will be registered with the Securities and Exchange
Commission and the State of Florida. The Notes may be registered or exempt from
registration in other states. NO PUBLIC OR OTHER MARKET FOR THE NOTES EXISTS AND
THERE CAN BE NO ASSURANCE THAT ONE MAY DEVELOP IN THE FUTURE. No transfers will
be permitted of less than the minimum permitted purchase, nor may an investor
transfer, fractionalize or subdivide Notes so as to retain less than such
minimum purchase. Accordingly, the Notes should be purchased only as an
investment to be held to the end of the term of the Notes because Note Holders
may not be able to liquidate their investment in the event of an emergency or
for any other reason. See "Risk Factors."

PLAN OF DISTRIBUTION

The Notes purchased from the Corporation will be issued as soon as
practicable (generally, within three days) after the consummation of sales of
Notes under this offering. See "Underwriting."

SALES MATERIAL

In addition to and apart from this Prospectus, the Corporation may
utilize certain sales material in connection with the offering of the Notes. In
certain jurisdictions, such sales material may not be available. This material
may include information relating to the offering, information brochures,
articles and publications concerning the business of the Corporation, as well as
a video presentation. Sales material may only be furnished to prospective
investors with a copy of the Prospectus or after a copy of the Prospectus has
been furnished to a prospective investor.

Other than as described herein, the Corporation has not authorized the
use of other sales material. The offering is made only by means of this
Prospectus. Although the information contained in such material does not
conflict with any of the information contained in this Prospectus, such material
does not purport to be complete, and should not be considered as part of this
Prospectus or the Registration Statement of which this Prospectus is a part, or
as incorporated in this Prospectus or said Registration Statement by reference,
or as forming the basis of the offering of the Notes which are offered hereby.

36
<PAGE> 41

LEGAL MATTERS

The legality of the Notes offered hereby will be passed upon for the
Corporation by Michael T. Williams, Esq., individually.

LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the
Corporation is a party.

EXPERTS

The financial statements of the Corporation from January 3, 1997 (date
of inception) to January 10, 1997 appearing in this Prospectus and Registration
Statement have been audited by Timothy M. Hohl Company P.A., Certified Public
Accountant, independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement, and are included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.

[THE BALANCE OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

37
<PAGE> 42

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS

TABLE OF CONTENTS

<TABLE>
<S> <C>
Report of independent auditor F-2

Balance Sheet, December 31, 1996 F-3

Statement of Stockholder's Equity F-4

Statement of Cash Flows F-5

Notes to Financial Statements F-6
</TABLE>

F-1
<PAGE> 43

TIMOTHY M. HOHL COMPANY P.A.
CERTIFIED PUBLIC ACCOUNTANTS

4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICAN INSTITUTE OF CPA'S
(813)960-9803 FAX (813)960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION

REPORT OF INDEPENDENT AUDITORS

To the Board of Sterling Financial Services of Florida - I, Inc.

We have audited the accompanying balance sheet of Sterling Financial Services of
Florida - I, Inc. as of January 10, 1997 and the related statements of
stockholders' equity and cash flows for the period January 3, 1997 (inception)
through January 10, 1997. 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as the overall financial statement presentation. We believe
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 Sterling Financial Services of
Florida - I, Inc. as of January 10, 1997 and its cash flows for the period
January 3, 1997 (inception) through January 10, 1997 in conformity with
generally accepted accounting principles

/s/ TIMOTHY M. HOHL COMPANY P.A.

Tampa, FL
January 13, 1997

F-2
<PAGE> 44

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
BALANCE SHEET
JANUARY 10, 1997

ASSETS

<TABLE>
<CAPTION>
<S> <C>
Cash $1,000
------

Total Assets $1,000
======
</TABLE>

LIABILITIES AND
STOCKHOLDERS' EQUITY

<TABLE>
<S> <C>
Liabilities $ -0-

Stockholders' Equity
Paid in Capital 900
Common Stock,
$.01 par value, 7,500 shares
authorized, 1,000 shares
issued and outstanding 100
------
Stockholder's equity 1,000
------

Total Liabilities and
Stockholders' Equity $1,000
======
</TABLE>

F-3
<PAGE> 45

STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD JANUARY 3, 1997 (Inception) TO JANUARY 10, 1997
<TABLE>
<CAPTION>

Common Stock
------------------- Paid in Total
Shares Value Capital Value
------ ----- ------- -----
<C> <C> <C> <C> <C>
January 3, 1997
(Inception) -0- -0- -0- -0-

January 10, 1997 100 $100 $900 $1,000
--- ---- ---- ------

Balance, January
10, 1997 100 $100 $900 $1,000
=== ==== ==== ======
</TABLE>

See notes to financial statements.

F-4
<PAGE> 46

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD JANUARY 3, 1997 (Inception) TO JANUARY 10, 1997

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ -0-

CASH FLOWS FROM INVESTING ACTIVITIES -0-

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock 1,000
------

NET INCREASE IN CASH AND CASH EQUIVALENTS 1,000

CASH AND CASH EQUIVALENTS, BEGINNING -0-
------

CASH AND CASH EQUIVALENTS, ENDING $1,000
======
</TABLE>

See notes to financial statements.

F-5
<PAGE> 47

STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Sterling Financial Services of Florida - I, Inc. (the "Company") was
incorporated under the laws of the state of Florida on January 3, 1997. The
Company is considered to be in the development stage as defined in Financial
Accounting Standard No. 7.

The Company intends to be primarily in the business of offering a unique package
of financial services to the sub-prime mobile home industry, including
originating, purchasing and refinancing for its own account retail mobile home
installment sale contracts (the "Contracts") created in connection with
primarily used as well as some new mobile homes.

No statement of operations has been included, since there were no operational
activities, other than the issuance of common stock.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting
Accounting records of the Company and financial statements are maintained and
prepared on the accrual basis.

Year End
The Company's year end for financial reporting and tax purposes is December 31.

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

NOTE D - PROPOSED SECURED NOTE OFFERING

The Company intends to offer subscriptions for a maximum of 9,900 Secured Notes
in the principal amount of $1,000 each. The Notes will bear simple interest at
10.5% per annum, payable interest only monthly, with all principal and accrued
interest, if any, due on July 30, 2002. The Notes will be secured by a first
lien on the assets acquired with the proceeds of the offering or other assets
acquired with funds obtained from repayment, sale or refinancing of such assets.
The Notes are prepayable in whole or in part at any time without premium or
penalty.

The Secured Notes are being offered on a "best-effort" basis. There is no
minimum offering for the Notes.

F-6
<PAGE> 48

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Maximum
-------
Offering
--------
<S> <C>
*SEC Registration Fee $ 3,000.00
*NASD Registration Fee 1,490.00
*Legal Fees and Expenses 50,000.00
*Accounting Fees and Expenses 35,000.00
*Blue Sky Qualification 35,000.00
Other Organization and Offering Expenses 5,000.00
Printing and Engraving Fees and Expenses 10,000.00
Due Diligence Reimbursement 49,500.00
Non-Accountable Expense Allowance 99,000.00
Miscellaneous 19,010.00
-----------
Total $297,000.00
</TABLE>

ITEM 14: INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Florida General Corporation Law permits indemnification by the
Corporation of any director, officer, employee or agent of the Corporation or
person who is serving at the Corporation's request as a director, officer,
employee or agent of another corporation, or other enterprise, as set forth in
the statute which appears on the next page.

The Corporation's Articles of Incorporation and Bylaws provide that the
Corporation shall, to the fullest extent permitted by the laws of the State of
Florida, indemnify any director, officer and employee of the Corporation against
expenses incurred by such person by reason of the fact that he serves or has
served the corporation in such capacity.

The Corporation's Bylaws provide that the Corporation shall, to the
fullest extent permitted by the laws of the State of Florida, indemnify each
officer or director against expenses (including attorney's fees), judgments,
taxes, fines and amounts paid in settlement incurred by him in connection with,
and shall advance expenses (including attorney's fees) incurred by him in
defending, any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) through which he is,
or is threatened to be made, a party by reason of his being a director or
officer of the Corporation, or his serving or having served at the request of
the Corporation as a director, officer, partner, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.

Indemnification under the Corporation's Articles of Incorporation and
Bylaws is nonexclusive of any other right such persons may have under statute,
agreement, bylaw or action of the Board of Directors or shareholders of the
corporation.

II-1
<PAGE> 49

ITEM 15: RECENT SALES OF UNREGISTERED SECURITIES

Since its organization in January, 1997, the Corporation has not sold
any unregistered securities.

ITEM 16: EXHIBITS

*1.1 Form of Managing Dealer Agreement

*1.2 Form of Selected Dealer Agreement

**1.3 Subscription Agreement

*3.1 Articles of Incorporation

*3.2 Bylaws

**4.1 Form of Note

**4.2 Form of Security Agreement and Collateral Assignment

**4.3 Form of Custodian Agreement

**4.4 Form of Indenture of Trust

*5.1 Opinion regarding legality (including Consent)

**10.1 Dealer Agreement

**10.2 Servicing Agreement

**10.3 Contract Acquisition Agreement

*23 Consent of Accountants

*27 Financial Data Schedule (for SEC use only)

- -------------------------
* Filed herewith
** To be filed by amendment

All other schedules are omitted because they are not required or the
information is otherwise included in the financial statements.

ITEM 17: UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide at the closing
certificates in such denominations and registered in such names as required to
permit prompt delivery to each purchaser.

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement;

II-2
<PAGE> 50

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to any provisions contained in its certificate of
Incorporation, or bylaws, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For the purpose of determining any liability under the
Securities act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 51

The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

LIST OF CONSENTS REQUIRED BY RULE 435

The consent of Michael T. Williams, Esquire to the reference to said attorney in
the Prospectus constituting a part of this Registration Statement and to the use
of his opinion as an exhibit to this Registration Statement is included in the
opinion of said firm (Exhibit 5).

II-4
<PAGE> 52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Tampa, State
of Florida, on the 6th day of February, 1997.

STERLING FINANCIAL SERVICES
OF FLORIDA - I, INC.
a Florida corporation

By: /s/ Anthony A. Sutter
--------------------------------------
Anthony A. Sutter
President, Chief Executive Officer,
Secretary, Treasurer and Sole Director
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

Name Position Date
- ---- -------- ----

<S> <C> <C>
/s/ Anthony A. Sutter President, Chief Executive Officer, February 6, 1997
- --------------------- Secretary, Treasurer and Sole Director
Anthony A. Sutter
</TABLE>

II-5
<PAGE> 53

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
----------- -----------

*1.1 Form of Managing Dealer Agreement

*1.2 Form of Selected Dealer Agreement

**1.3 Subscription Agreement

*3.1 Articles of Incorporation

*3.2 Bylaws

**4.1 Form of Note

**4.2 Form of Security Agreement and Collateral Assignment

**4.3 Form of Custodian Agreement

**4.4 Form of Indenture of Trust

*5.1 Opinion regarding legality (including Consent)

**10.1 Dealer Agreement

**10.2 Servicing Agreement

**10.3 Contract Acquisition Agreement

*23 Consent of Accountants

*27 Financial Data Schedule (for SEC use only)
- -------------------------
* Filed herewith
** To be filed by amendment

<PAGE> 1
EXHIBIT 1.1

MANAGING DEALER AGREEMENT

THIS MANAGING DEALER AGREEMENT (the "Agreement") made and entered into
this ____ day of ______, 1997, by and between Southern Capital Securities, Inc.,
a Florida corporation ("Managing Dealer"),and Sterling Financial Services of
Florida - I, Inc., a Florida corporation (the "Corporation").

R E C I T A L S:

A. Sterling Financial Services of Florida - I, Inc., a Florida corporation
(the "Corporation") is offering a maximum of 9,900 Secured Notes (the "Notes")
in the amount of $1,000 each, payable in cash upon subscription.

B. The Corporation has engaged the Managing Dealer on a non-exclusive
basis to sell the Notes of the Corporation on a best-efforts basis on behalf of
the Corporation on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:

1. The Corporation shall have the full authority to take such actions as
it deems advisable concerning all matters with respect to the offering.

2. The Corporation represents and warrants to the Managing Dealer that:

a. The Corporation is duly organized and validly existing as a
corporation in good standing under the laws of the State of Florida.

b. This Agreement has been duly authorized, executed and delivered by
the Corporation and is a valid and binding Agreement on its part.

c. The Corporation's performance under this Agreement and consummation
of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Corporation is a party or by which it is bound, or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Corporation or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.

d. The Managing Dealer is duly registered pursuant to the provisions
of the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.

1
<PAGE> 2

e. The Managing Dealer is familiar with the requirements under the
Act and confirms that it will comply therewith.

f. The Managing Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Managing Dealer sells a Note or Notes hereunder.

g. The Managing Dealer acknowledges that the Notes will be offered
and sold pursuant to the Registration Statement.

3. On becoming a Managing Dealer and in offering and selling the Notes,
you agree to comply with all applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934. You further represent:

a. The Managing Dealer is duly organized and validly existing as a
corporation in good standing under the laws of the State of Florida.

b. This Agreement has been duly authorized, executed and delivered by
the Managing Dealer and is a valid and binding Agreement on its part.

c. The Managing Dealer's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Managing Dealer is a party or by which it is bound, or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Managing Dealer or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.

e. The Managing Dealer is familiar with the requirements under the
Act and confirms that it will comply therewith.

f. The Managing Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Managing Dealer sells a Note or Notes hereunder.

g. The Managing Dealer acknowledges that the Notes will be offered
and sold pursuant to the Registration Statement.

2
<PAGE> 3

4. Subject to the terms and conditions herein set forth, the Managing
Dealer agrees to use its best efforts during the subscription period, as stated
in the Registration Statement, to sell as Managing Dealer, such number of Notes
as permitted by the Corporation at the stated offering price, and in accordance
with the provisions of SEC Rule 15c2-4 to cause all funds received for the sale
of a Note to be promptly deposited with the Corporation upon the receipt of the
executed Subscription Agreement and related funds by the Managing Dealer by or
before noon of the next business day following the sale of said Notes. The
Corporation shall pay the following to the Managing Dealer: seven percent (7%)
of the sales price of the Notes sold; up to one-half percent (.5%) of the sales
price of each Note sold for actual due diligence expenses; and one percent (1%)
of the sales price of each Note sold as a Non-Accountable Expense Allowance, all
of which may be reallowed to the Participating Dealers. In addition, the
Corporation shall pay the Managing Dealer a Managing Dealer Fee of two percent
(2%) of the price of each Note sold. The compensation shall be payable within
five (5) business days of the receipt of subscription proceeds. During the
subscription period, the Managing Dealer shall obtain from each subscriber for
Notes an executed Subscription Agreement in the form set forth in the
Registration Statement, and shall deliver the Subscription Agreement to the
Corporation. The Managing Dealer shall retain on behalf of the Corporation, a
copy of the Subscription Agreement, submitted by each subscriber, and shall
maintain an accurate record of the name and address of each subscriber, the
number of Notes subscribed for, and the date and amount of each subscription
within five (5) business days after receipt, subject to the maximum limits on
the number of Notes being sold. If a subscription is not expressly rejected by
written notice to the subscriber with five (5) business days, the subscription
shall be deemed accepted.

5. The Managing Dealer agrees that the Notes are available for offer and
sale only to bona fide residents of such states as are authorized by the
Managing Dealer, and further agrees that no offer or sale of Notes will be made
to any persons other than residents of those states.

6. The Corporation agrees to furnish the Managing Dealer with the
Registration Statement and any other information or documentation required by
the Managing Dealer to determine the adequacy and the accuracy of the
disclosures made in the Registration Statement.

7. The Managing Dealer shall offer the Notes for sale upon the terms and
conditions set forth in the Registration Statement, including, without
limitation, that it will limit the offering of the Notes to persons who it has
reasonable grounds to believe meet the suitability requirements set forth in the
Registration Statement. The Managing Dealer shall offer and sell the Notes
directly to retail purchasers. The Managing Dealer agrees to comply with
Sections 8, 24, 25 and 36 of Article III of the NASD Rules of Fair Practice.

8. No person is authorized to act as agent for the Corporation, or
otherwise to act on behalf of the Corporation, in offering or selling the Notes
to the public or otherwise.

3
<PAGE> 4

of good faith and for obligations expressly assumed by the Managing Dealer in
this Agreement. The foregoing provision shall not be deemed a waiver of any
liability imposed under the Securities Act of 1933.

10. This Agreement shall become effective upon the execution thereof by
the parties hereto. Either party may terminate this Agreement for a willful
violation by the other party of any securities or other law, upon ten (10) days
written notice being given to the other party. This Agreement may also be
terminated by a written instrument signed by the parties thereto.

11. All notices, requests and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed,
certified mail, return receipt requested, as follows:

a. As to the Corporation:

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

b. As to the Managing Dealer:

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

12. This Agreement shall be binding upon and inure solely to the benefit
of the Corporation and the Managing Dealer and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Notes from the Managing Dealer shall be deemed a successor or assign
by reason merely of such purchase.

13. The respective representations, warranties and covenants of the
Managing Dealer and the Corporation herein and the indemnities contained herein
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Managing Dealer or the Corporation
within the meaning of the Act and shall survive delivery of the Notes.

14. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.

15. This Agreement may be amended, modified or supplemented only by a
written instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.

4
<PAGE> 5

16. This Agreement constitutes the entire Agreement between the parties
hereto and the parties shall not be bound by any promises, representations or
agreements except as are herein expressly set forth.

WITNESSES: Southern Capital Securities, Inc.,
a Florida corporation

By:
- --------------------------- --------------------------------

- --------------------------- "Managing Dealer"

Sterling Financial Services of Florida - I,
- --------------------------- Inc., a Florida corporation

By:
- --------------------------- ---------------------------------
Its:
---------------------------------

"Corporation"

<PAGE> 1
EXHIBIT 1.2

SELECTED DEALER AGREEMENT

THIS SELECTED DEALER AGREEMENT (the "Agreement") made and entered into
this ____ day of ______, 1997, by and between Southern Capital Securities,
Inc., a Florida corporation ("Managing Dealer"), and _______________________,
a ____________________________ (the "Selected Dealer").

R E C I T A L S:

B. The Corporation has engaged the Managing Dealer on a non-exclusive
basis to sell the Notes of the Corporation on a best-efforts basis, and the
Managing Dealer has engaged the Selected Dealer to sell such Notes on behalf of
the Corporation on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:

1. The Managing Dealer shall have the full authority to take such actions
as it deems advisable concerning all matters with respect to the offering.

2. The Selected Dealer represents and warrants to the Managing Dealer
that:

a. The Selected Dealer is duly organized and validly existing as a
corporation in good standing under the laws of the State of .

b. This Agreement has been duly authorized, executed and delivered by
the Selected Dealer and is a valid and binding Agreement on its part.

c. The Selected Dealer's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Selected Dealer is a party or by which it is bound, or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Selected Dealer or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.

d. The Selected Dealer is duly registered pursuant to the provisions of
the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.

1
<PAGE> 2

e. The Selected Dealer is familiar with the requirements under the Act
and confirms that it will comply therewith.

f. The Selected Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Selected Dealer sells a Note or Notes hereunder.

g. The Selected Dealer acknowledges that the Notes will be offered and
sold pursuant to the Registration Statement.

3. On becoming a Selected Dealer and in offering and selling the Notes,
you agree to comply with all applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934.

4. Subject to the terms and conditions herein set forth, the Selected
Dealer agrees to use its best efforts during the subscription period, as stated
in the Registration Statement, to sell as Selected Dealer, such number of Notes
as permitted by the Managing Dealer at the stated offering price, and in
accordance with the provisions of SEC Rule 15c2-4 to cause all funds received
for the sale of a Note to be promptly deposited with the Corporation upon the
receipt of the executed Subscription Agreement and related funds by the Selected
Dealer by or before noon of the next business day following the sale of said
Notes. Of the amounts paid to the Managing Dealer, the Managing Dealer shall
reallow the following to the Selected Dealer: _______________ percent (___%) of
the sales price of the Notes sold by the Selected Dealer; ____ percent (___%) of
the sales price of each Note sold by the Selected Dealer for actual due
diligence expenses; and ___% of the sales price of each Note sold by the
Selected Dealer as a Non-Accountable Expense Allowance. The compensation shall
be payable within five (5) business days of the receipt of payments of amounts
due it from the Corporation by the Managing Dealer. During the subscription
period, the Selected Dealer shall obtain from each subscriber for Notes an
executed Subscription Agreement in the form set forth in the Registration
Statement, and shall deliver the Subscription Agreement to the Corporation. The
Selected Dealer shall retain on behalf of the Managing Dealer, a copy of the
Subscription Agreement, submitted by each subscriber, and shall maintain an
accurate record of the name and address of each subscriber, the number of Notes
subscribed for, and the date and amount of each subscription within five (5)
business days after receipt, subject to the maximum limits on the number of
Notes being sold. If a subscription is not expressly rejected by written notice
to the subscriber with five (5) business days, the subscription shall be deemed
accepted.

5. The Selected Dealer agrees that the Notes are available for offer and
sale only to bona fide residents of such states as are authorized by the
Managing Dealer, and further agrees that no offer or sale of Notes will be made
to any persons other than residents of those states.

6. The Managing Dealer agrees to furnish the Selected Dealer with the
Registration Statement and any other information or documentation required by
the Selected Dealer to determine the adequacy and the accuracy of the
disclosures made in the Registration Statement.

2
<PAGE> 3

7. The Selected Dealer shall offer the Notes for sale upon the terms and
conditions set forth in the Registration Statement, including, without
limitation, that it will limit the offering of the Notes to persons who it has
reasonable grounds to believe meet the suitability requirements set forth in the
Registration Statement. The Selected Dealer shall offer and sell the Notes
directly to retail purchasers. The Selected Dealer agrees to comply with
Sections 8, 24, 25 and 36 of Article III of the NASD Rules of Fair Practice.

8. No selected Dealer is authorized to act as agent for the Managing
Dealer, or otherwise to act on behalf of the Managing Dealer, in offering or
selling the Notes to the public or otherwise.

9. The Managing Dealer shall not be under any liability for or in respect
of the value, validity or form of the Notes, or delivery of the certificates for
the Notes, or the performance by anyone of any agreement on his part, or the
qualification of the Notes for sale under the laws of any jurisdiction, or for
or in respect of any matter connected with this Agreement, except for lack of
good faith and for obligations expressly assumed by the Managing Dealer in this
Agreement. The foregoing provision shall not be deemed a waiver of any liability
imposed under the Securities Act of 1933.

a. As to the Managing Dealer:

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

b. As to the Selected Dealer:

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

12. This Agreement shall be binding upon and inure solely to the benefit
of the Selected Dealer and the Managing Dealer and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this

3
<PAGE> 4

Agreement. No purchaser of any of the Notes from the Selected Dealer shall be
deemed a successor or assign by reason merely of such purchase.

13. The respective representations, warranties and covenants of the
Managing Dealer and the Selected Dealer herein and the indemnities contained
herein shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Managing Dealer or the Selected Dealer
within the meaning of the Act and shall survive delivery of the Notes.

14. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.

15. This Agreement may be amended, modified or supplemented only by a
written instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.

WITNESSES: Southern Capital Securities, Inc.,
a Florida corporation

By:
- --------------------------- --------------------------------

- --------------------------- "Managing Dealer"

Sterling Financial Services of Florida - I,
- --------------------------- Inc., a Florida corporation

By:
- --------------------------- -------------------------------------
Its:
-------------------------------------

"Selected Dealer"

<PAGE> 1

EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.

ARTICLE I - NAME AND MAILING ADDRESS

The name of this corporation is Sterling Financial Services of
Florida - I, Inc., and the mailing address of this corporation is 12408 North
Florida Avenue, Tampa, FL 33612.

ARTICLE II - DURATION

This corporation shall have perpetual existence.

ARTICLE III - PURPOSE

This corporation may engage in any activity or business permitted under
the laws of the State of Florida.

ARTICLE IV - CAPITAL STOCK

This corporation is authorized to issue Ten Thousand (10,000) shares of
common stock, no par value, which shall be designated as "Common Shares."

ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation
is 12408 North Florida Avenue, Tampa, FL 33612, and the name of the initial
registered agent of this corporation at that address is Anthony A. Sutter.

ARTICLE VI - INCORPORATOR

The name and address of the person signing these Articles of
Incorporation is:

NAME ADDRESS

Anthony A. Sutter 12408 North Florida Avenue
Tampa, FL 33612

ARTICLE VII - INDEMNIFICATION

This corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.

1
<PAGE> 2

ARTICLE VIII - AMENDMENT

This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 2nd day of January, 1997.

/s/ Anthony A. Sutter
----------------------
Anthony A. Sutter

2
<PAGE> 3

CERTIFICATE DESIGNATING REGISTERED AGENT
AND STREET ADDRESS FOR SERVICE OF PROCESS
WITHIN FLORIDA

Pursuant to Florida Statutes Section 48.091, STERLING FINANCIAL
SERVICES OF FLORIDA - I, INC., desiring to organize a corporation under the laws
of the State of Florida, hereby designates Anthony A. Sutter, located at 12408
North Florida Avenue, Tampa, FL 33618, as its registered agent to accept service
of process within the State of Florida.

ACCEPTANCE OF DESIGNATION

The undersigned hereby accepts the above designation as registered
agent to accept service of process for the above-named corporation, at the place
designated above, and agrees to comply with the provisions of Florida Statutes
Section 48.091(2) relative to maintaining an office for the service of process.

/s/ Anthony A. Sutter
---------------------
Anthony A. Sutter

<PAGE> 1
EXHIBIT 3.2

BYLAWS
OF
STERLING FINANCIAL SERVICES OF FLORIDA - I, INC.

ARTICLE I - MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the Board of Directors, or when requested in writing by
the holders of not less than ten percent (10%) of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than ten (10) or more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting designate another
person to do so.

Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.

Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.

Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholder of any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a

1
<PAGE> 2

determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, sixty (60) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.

If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.

If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that class or series.

2
<PAGE> 3

If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.

Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.

At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.

Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
coy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing gin the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

3
<PAGE> 4

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.

Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the

4
<PAGE> 5

agreement or relating to any phase of the affairs of the corporation as provided
by law. Nothing therein shall impair the right of this corporation to treat the
shareholders of record as entitled to vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. If any class of shares is entitled to vote thereon as a class, such
written consent shall be required of the holders of a majority of the shares of
each class of shares entitled to vote as a class thereon and of the total shares
entitled to vote thereon.

Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with further
provisions of this act regarding the rights of dissenting shareholders.

ARTICLE II - DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state
or shareholders of this corporation.

Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:

5
<PAGE> 6

(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;

(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence; or

(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation or
the bylaws, as to matters within its designated authority, which committee the
director reasonable believes to merit confidence.

A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.

A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.

Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.

Section 6. Number. The corporation shall have at least one (1)
director. The minimum number of directors may be increased or decreased from
time to time by amendment to these bylaws, but no decrease shall have the effect
of shortening the terms of any incumbent director and no amendment shall
decrease the number of directors below one (1), unless the stockholders have
voted to operate the corporation.

Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.

6
<PAGE> 7

Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the transaction of business.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or any
other corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or
shareholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:

(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders,

(b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise,

7
<PAGE> 8

(d) amend the bylaws,

(e) authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general authorization
for the issuance or sale of shares, or any contract therefor, and, in the case
of a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board of Directors, by resolution or by adoption of a
stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the rate or
manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of a class of shares, with full power in such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing with the
Department of State.

The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned

8
<PAGE> 9

meeting shall be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.

Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote.

ARTICLE III - OFFICERS

Section 1. Officers. The officers of this corporation shall consist of
a president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.

Section 2. Duties. The officers of this corporation shall have the
following duties:

The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.

The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the

9
<PAGE> 10

President, and shall perform such other duties as may be prescribed by the Board
of Directors or the President.

Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgment the best interest of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the
Board of Directors, unless the bylaws shall have expressly reserved such power
to the shareholders.

Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.

ARTICLE IV - STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.

Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice-President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issuance.

Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the fact thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.

10
<PAGE> 11

Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder or record of by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York or American Stock Exchange.

Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.

ARTICLE V - BOOKS AND RECORDS

Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.

This corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a records of
its shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.

Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefor at
least six (6) months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at least
five percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four (4) months after
the close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.

11
<PAGE> 12

Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI - DIVIDENDS

The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the articles
of incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation's own
treasury shares.

(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value,
such shares shall be issued at not less than the par value thereof and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be issued as
a dividend.

(2) If a dividend is payable in shares without a par value,
such shares shall be issued at such stated value as shall be fixed by the Board
of Directors by resolution adopted at the time such dividend is declared, and
there shall be transferred to stated capital at the time such dividend is paid
an amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.

(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.

12
<PAGE> 13

(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.

ARTICLE VII - CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation as
it appears on page 1 of these bylaws.

ARTICLE VIII - AMENDMENTS

These bylaws may be repealed or amended, and new bylaws may be adopted,
by the Board of Directors.

End of bylaws adopted by the Board of Directors.

<PAGE> 1
EXHIBIT 5.1

MICHAEL T. WILLIAMS, ESQUIRE
3112 West Kennedy Boulevard, Suite 105
Tampa, FL 33609
Telephone 813/871-5911
Facsimile 813/877-7725

January 21, 1997

Anthony A. Sutter, President
Sterling Financial Services of Florida - I, Inc.
12408 North Florida Avenue
Tampa, FL 33612

Re: Sterling Financial Services of Florida - I, Inc.

Dear Mr. Sutter:

You have requested our opinion as to the legality of certain Secured
Promissory Notes (the "Notes") of Sterling Financial Services of Florida - I,
Inc., a Florida corporation (the "Corporation") to be issued and distributed
pursuant to a Registration Statement on Form S-1, and amendments thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended.

We have examined original, photostatic or certified copies of certain
records of the Corporation, including the Articles of Incorporation, the Bylaws
and such other documents that we have deemed relevant and necessary for the
opinion hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to such examination, we have relied upon representations made to
us by officers and directors of the Corporation, and we have not conducted or
received independent verification of those facts. We offer no opinion with
respect to the laws of any jurisdiction other than the State of Florida.

Based on the foregoing, we are of the opinion that:

1. The Corporation is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Florida, with the
capitalization set forth in the Registration Statement.

2. The Notes being offered under the Registration Statement are duly
authorized and, when issued, will be validly issued, non-assessable and binding
obligations of the Corporation.

1
<PAGE> 2

We consent to being named in the Registration Statement and related
Prospectus as counsel who are passing upon the legality of the above securities
for the Corporation by reference to our name under the caption "Legal Matters"
in such Prospectus. We also consent to your filing copies of this opinion as an
exhibit to the Registration Statement or any amendment thereto.

Sincerely,

/s/ Michael T. Williams
----------------------------
Michael T. Williams, Esquire

MTW/cfb

<PAGE> 1
EXHIBIT 23

TIMOTHY M. HOHL COMPANY P.A.
CERTIFIED PUBLIC ACCOUNTANTS

4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICAN INSTITUTE OF CPA'S
(813)960-9803 FAX (813)960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Sterling Financial Services of Florida - I, Inc.

We hereby consent to the reference to our firm under the heading "Experts" in
the Registration Statement and to the filing of our report on the financial
statements of Sterling Financial Services of Florida - I, Inc. as of January 10,
1997.

/s/ Timothy M. Hohl Company P.A.
- --------------------------------
Timothy M. Hohl Company P.A.
January 17, 1997

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-04-1997
<PERIOD-END> JAN-10-1997
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>