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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER
Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
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MOBILEVEST, INC.
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(Exact name of Registrant as specified in its charter)
Florida 59-3382592
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5623 U.S. Highway 19, Suite 217
New Port Richey, Florida 34652
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(Address of Principal Executive Officer) Zip Code
(727) 845-8596
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Registrant's Telephone Number and Area Code
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS IS TO
TO BE REGISTERED BE REGISTERED
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, .001 par value per share
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(Title of Class)
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<PAGE>
TABLE OF CONTENTS
ITEM 1. DESCRIPTION OF BUSINESS................................ 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.................... 4
ITEM 3. DESCRIPTION OF PROPERTY................................ 7
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.................................. 10
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS.......................... 11
ITEM 6. EXECUTIVE COMPENSATION................................. 12
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS........................................... 12
ITEM 8. DESCRIPTION OF SECURITIES TO BE REGISTERED............. 13
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.................................... 14
ITEM 2. LEGAL PROCEEDINGS...................................... 15
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS............................................ 15
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES................ 15
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.............. 17
FINANCIAL STATEMENTS AND EXHIBITS...................... 19
PART III
ITEM 1. INDEX TO EXHIBITS...................................... 19
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
MobileVest, Inc. ("MobileVest") purchases, owns and operates
manufactured housing communities. In addition to the management of such
communities, MobileVest generates revenues through the rental of lots and the
sale of new and used mobile homes for placement in its properties. As of April
19, 1999, MobileVest owned and managed a portfolio of four manufactured housing
communities located in Florida (the "Properties"). These Properties are located
in Sebring, Lake Wales and Frostproof, Florida.
MobileVest intends to use a roll-up strategy to acquire additional
manufactured housing communities in Florida. In March 1999, MobileVest signed a
letter of intent with MHP Group, L.C. and related companies ("MHP") to purchase
eight (8) mobile home parks with an asset value approaching $24,000,000.
MobileVest intends to complete all of these acquisitions by September 15, 1999.
If all of these acquisitions close, MobileVest will own a total of twelve (12)
parks, mostly located in Central Florida. The new parks would be located in New
Port Richey, North Fort Meyers, Fort Pierce, Largo and Zephyrhills, Florida.
However, there can be no assurances that any or all of these transactions will
close.
On March 31, 1999, MobileVest entered into a definitive agreement with
MHP to purchase a mobile home park in Ft. Meyers, Florida, which is one of the
eight mobile home parks described in the letter of intent. The purchase price is
$1,900,000, payable with a minimum of seventy five percent cash and the
remaining twenty five percent with MobileVest's common stock valued as of the
closing date. On April 27, 1999, MobileVest has entered into a definitive
purchase agreement with JTA, Inc., a Florida corporation, to acquire a
manufactured housing community in Orlando, Florida. The purchase price for this
acquisition is $855,000 payable in cash at the closing. Assurances can not be
given that these specific acquisitions will close.
INDUSTRY
A manufactured housing community is a residential development designed
and improved for the placement of single family manufactured homes which are
produced off-site and installed within the community. The owner of each home
leases the site on which it is situated. Modern manufactured housing
communities, such as the Properties, are similar to typical residential
subdivisions usually containing centralized entrances, paved streets, curbs and
gutters, and parkways. In addition, these communities also often provide a
number of amenities, such as a clubhouse, a swimming pool, shuffleboard courts,
tennis courts, laundry facilities and television services. Utilities are
provided or arranged for by the owner of the community. Some communities provide
water and sewer service through public or private utilities, while others
provide these services to residents from on-site facilities.
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HISTORY OF MOBILEVEST
In June 1997, MobileVest purchased its first mobile home community in
Sebring, Florida from Southwest Mortgage Corporation, a company solely owned by
Edgar Fox, the Chairman of MobileVest. See "Related Transactions." On April 16,
1998, MobileVest began trading on the OTC Bulletin Board. In August 1998,
MobileVest acquired two more mobile home parks in Frostproof, Florida. These
acquisitions added $1.2 million in assets and $205,000 in annual revenues. In
December 1998, MobileVest closed on its fourth mobile home park, Enchanted Grove
Mobile Home Park in Lake Wales, Florida. This acquisition added $1.5 million in
assets and $175,000 in annual revenues. The Enchanted Grove property is valued
at over $1,500,000 and is expected to provide annual revenues equal to $240,000.
BUSINESS STRATEGY
MobileVest expects to derive profit in three basic ways: (1) the
successful operation of manufactured housing communities, (2) the sale of new
and used homes to tenants in its communities and (3) the purchase and sale of
manufactured housing communities.
MobileVest believes that the successful operation of manufactured
housing communities involves a number of critical factors. First, costs must be
maintained at or below industry norms. MobileVest has developed the methods to
greatly reduce operational costs. As a result of managing multiple communities,
MobileVest can benefit from the efficiencies of operating multiple communities.
A second requirement for operational success is the development of a high
occupancy rate. By placing homes on vacant lots, MobileVest is able to grow a
community quickly and profitability. Depending on the community, MobileVest is
prepared to rent vacant lots, rent lots with homes, and sell both used and/or
new homes on its rental lots. When financing is easily secured by the purchaser,
MobileVest will offer lease purchase plans where appropriate. This diversity
allows MobileVest to avoid any periods of loss while growing a community to full
occupancy.
MobileVest sells new and used homes to tenants in its communities.
Since tenants often purchase a home already on-site within a community, this
services enhances occupancy and property performance. Furthermore, when a home
owner moves his home out of a fully occupied community, MobileVest will replace
the home on the lot and realize a profit on the sale of the home in addition to
normal lot rental.
MobileVest intends to acquire and sell additional manufactured housing
communities. MobileVest has carefully analyzed and developed pricing formulas
for the purchase of mobile home communities. MobileVest has built an extensive
catalog of potential acquisition properties which it believes can be purchased
at a discount and operated profitably. MobileVest's strategy is to minimize risk
by only acquiring communities that are already fully operational, with
predictable revenues and expenses.
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MobileVest quadrupled its portfolio of manufactured home communities in
fiscal 1998 through acquisitions. MobileVest believes that the opportunities for
property acquisitions are particularly attractive at this time because of
increasing acceptability of and demand for manufactured homes and continued
constraints on the development of new manufactured housing communities. Over the
past 10 to 15 years, many counties in Florida have adopted more and more
restrictive zoning laws. These counties are reluctant to zone any more land in
Florida for the development of manufactured housing communities. For example,
many counties will not allow a mobile home community to be developed on 50 acres
of land or more. Environmental laws have become more restrictive as well.
The most common source for discount purchases is family owned
communities where the family members are looking to retire. Other sources
include owners with other interests, absentee owners and owner/operators who are
looking for other opportunities. Furthermore, as communities appreciate in value
and their market value exceeds MobileVest's determined value of the community to
the business, MobileVest intends to sell the communities. As such, mobile home
communities are a commodity which MobileVest will seek to purchase at a discount
and sell at a premium.
On March 10, 1999, MobileVest announced that it had signed a letter of
intent with MHP Group, L.C. and related companies to purchase eight (8) mobile
home parks with an asset value approaching $24,000,000. The consideration for
this acquisition will include both cash and stock. As a result of these
acquisitions, MobileVest expects its annual revenues to increase to almost
$4,000,000 which represents an increase of over 600% from current revenues. This
acquisition, is expected to close by September 15, 1999 will bring the total
number of mobile home parks managed by MobileVest to twelve (12) parks, mostly
located in Central, Florida. The new parks are located in New Port Richey, North
Fort Meyers, Fort Pierce, Largo and Zephyrhills, Florida.
PROPERTY MANAGEMENT AND EMPLOYEES
MobileVest utilizes a resident administrator for the on-site
administration of each of the Properties. MobileVest's property management
strategy emphasizes intensive, hands-on management by dedicated, on-site
property managers. MobileVest believes that this on-site focus enables it to
continually monitor and address tenant concerns, the performance of competitive
properties and local market conditions. MobileVest's property managers are
overseen by Edgar Fox, Chairman of MobileVest, who has 25 years of experience in
the commercial real estate industry. Of MobileVest's 9 employees, 6 are located
on-site as property managers, support staff or maintenance personnel.
Each property manager performs regular inspections in order to
continually monitor the property's physical condition and provide managers with
the opportunity to understand and effectively address tenant concerns. In
addition to a property manager, all of the Properties has/have an on-site
maintenance person and management support staff. MobileVest holds periodic
training sessions for all property management personnel to ensure that
management policies are implemented effectively and professionally.
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As of March 31, 1999, MobileVest had 9 full-time employees. In
addition, the Company has 0 part-time employees.
COMPETITION
All of the Properties are located in developed areas that include other
manufactured housing community properties. The number of competitive
manufactured home community properties in a particular area could have a
material effect on MobileVest's ability to lease sites at its Properties or at
any newly acquired properties and on the rents charged at such properties.
Although MobileVest believes it has adequate capital resources, MobileVest
competes with other companies that may have greater resources and more
experience that MobileVest. In addition, other forms of multi-family residential
properties and single-family housing provides housing alternatives to potential
tenants of manufactured housing communities.
REGULATIONS AND INSURANCE
General. Manufactured housing community properties are subject to
various laws, ordinances and regulations, including regulations relating to
recreational facilities such as swimming pools, clubhouses and other common
areas. MobileVest believes that each Property has the necessary operating
permits and approvals.
Americans with Disabilities Act ("ADA"). The Properties and any newly
acquired manufactured housing communities must comply with the ADA. The ADA has
separate compliance requirements for "public accommodations" and "commercial
facilities," but generally requires that public facilities such as clubhouses,
pools and recreation areas be made accessible to people with disabilities.
Compliance with ADA requirements could require removal of access barriers and
other capital improvements at MobileVest's properties. Noncompliance could
result in imposition of fines or an award of damages to private litigants.
MobileVest does not believe that the ADA will have a material adverse impact on
MobileVest's results of operations.
Rent Control Legislation. State and local rent control laws in Florida
limit MobileVest's ability to increase rents and to recover increases in
operating expenses and the costs of capital improvements. Florida has enacted a
law which provides that a majority of tenants in a manufactured housing
community may require that a proposed increase in site rental rates, reduction
in services or utilities or change in the communities' rules and regulations be
submitted for formal mediation or arbitration if they believe that the proposal
is unreasonable. MobileVest presently expects to continue to operate
manufactured housing community properties in Florida, and may purchase
additional properties, in markets that are either subject to rent control or in
which rent-limiting legislation exists or may be enacted.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following analysis of MobileVest's financial condition as of
MobileVest's results of operations should be read in conjunction with
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MobileVest's financial statements and notes thereto included elsewhere in this
Form 10-SB.
Results of Operations
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998
Total revenues were in $116,660 for the three months ended March 31,
1999 compared with $18,510 for the three months ended March 31, 1998, an
increase of 530.3%. This increase in revenues is attributable to MobileVest's
ownership of three mobile home communities in the first quarter of 1999.
General and administrative expenses were $146,343 for the first three
months ended March 31, 1999 compared with $45,937 for the three months ended
March 31, 1997, an increase of 218.6%. This increase in general and
administrative expenses is a result of the increased expenses of the three
acquired mobile home communities. General and administrative expenses, include
but are not limited to, the following expenses: interest expenses, depreciation
and property and other taxes. Interest expense in the first quarter of 1999 was
$51,113 compared with $15,089 in the first quarter of 1998. Depreciation
expenses was $16,860 in the first quarter of 1999 compared with $6,000 in the
first quarter of 1998. Property and other taxes were $8,567 in the three months
ended March 31, 1999 compared with $1,950 in the first three months ended March
31, 1998. Management fees were $19,600 in the first quarter of 1999 compared to
$13,400 in the first quarter of 1998. All of the increases in these expenses are
attributed to the acquisition of the mobile home communities.
Two new expenses were classified as general and administrative expenses
during the first quarter of 1999. Expenses for legal and professional fees were
$10,164 and vehicle expenses were $788 during the first quarter of 1999. The
legal fees were incurred as a result of MobileVest's engagement of a law firm to
prepare its Form 10-SB for filing with the Securities and Exchange Commission.
The vehicle expense arose from MobileVest's purchase of a vehicle to service the
mobile home parks.
Thus, MobileVest's loss from operations was $29,683 in the first
quarter of 1999 compared with $27,427 in fiscal 1997. Other income consisted of
interest income of $1,999 in the first quarter of 1999 compared with $1,759 in
the first quarter of 1998.
As a result of the foregoing, MobileVest's net loss in the first
quarter of 1999 was $27,684 compared with $25,668 in the first quarter of 1998.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1998
Total revenues were in $183,087 in fiscal 1998 compared with $42,959 in
fiscal 1997, an increase of 326.2%. This increase in revenue is attributable to
MobileVest's acquisition of three mobile home communities in fiscal 1998.
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General and administrative expenses were $297,629 in fiscal 1998
compared with $112,324 in fiscal 1997, an increase of 165%. This increase in
general and administrative expenses is a result of the increased expenses of the
three acquired mobile home communities. General and administrative expenses,
include but are not limited to, the following expenses: interest expenses,
depreciation, property and other taxes and management fees. Depreciation
expenses were $33,623 in fiscal 1998 compared with $15,499 in fiscal 1997.
Property and other taxes were $10,422 in fiscal 1998 compared with $8,350 in
fiscal 1997. Management fees were $58,724 in fiscal 1998 compared with $31,450
in fiscal 1997. All of the increases in these expenses are attributed to the
acquisition of the mobile home communities.
Two new expenses arose during fiscal 1998, expenses for material were
$21,756 and expenses for advertising were $1,204. In 1998, MobileVest sold used
mobile home parks and the material expenses were the costs associated with the
sale of those homes.
Thus, MobileVest's loss from operations was $114,542 in fiscal 1998
compared to $69,365 in fiscal 1997. Other income consisted of interest income of
$13,857 in fiscal 1998 compared with $5,762 in fiscal 1997. The increase in
interest income resulted from an increase in lease purchase agreements, as well
as payments made by individuals who purchased used mobile homes. This increase
is also affected by the fact that the interest income occurred for only a
portion of 1997, but during all of 1998. Other expenses of an unrealized loss on
the expiration of a real estate purchase option in the amount of $19,376 in
fiscal 1997.
As a result of the foregoing, MobileVest's net loss in fiscal 1998 was
$120,061 compared with $64,440 in fiscal 1997.
Liquidity and Capital Resources
MobileVest has financed its working capital requirements primarily with
sales of its common stock and by receiving loans from Edgar Fox, its Chairman
and Southwest Mortgage Corporation, a company wholly owned by Mr. Fox.
MobileVest had negative working capital of $351,848 at March 31, 1999, compared
to negative working capital of $330,668 at December 31, 1998 and $28,498.
MobileVest's working capital deficit increased greatly during 1998 as a result
of current liabilities increasing as a result of MobileVest's acquisition of
three mobile home communities. MobileVest's current liabilities increased by
$304,618 from fiscal 1997 to fiscal 1998 primarily due to a $168,063 note due to
a related party and a $119,000 increase in the current portion of the debt.
During fiscal 1998 and 1997, MobileVest raised $602,721 of net proceeds
in a Rule 504 offering. MobileVest has also received financing in the form of a
loan in the amount of $168,063 from Southwest Mortgage, a company wholly owned
by Edgar Fox, MobileVest's Chairman, in connection with its acquisition of a
mobile home community in Frostproof, Florida.
Net cash used in operating activities during fiscal 1998 and fiscal
1997 remained relatively constant at $64,544 in fiscal 1998 and $60,658 in
fiscal 1997. Net cash used in
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investing activities increased from $29,529 in fiscal 1997 to $381,231 in fiscal
1998, primarily as a result of MobileVest's acquisition of three mobile home
communities.
Net cash received from financing activities increased from $2,749 in
fiscal 1997 to $5,797 in fiscal 1998. MobileVest raised $454,478 from the
issuance of common stock, but this increase was offset by a $94,911 payment on
a debt. During the first quarter of 1999, net cash provided by financing
activities was $26,629, which resulted from $51,799 of proceeds raised from sale
of common stock offset by a $25,170 payment on a debt.
Going Concern Qualification
MobileVest's financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. MobileVest
reported net losses of $120,061 and $64,440 in fiscal 1998 and fiscal 1997,
respectively. To address these issues, MobileVest intends negotiating with
several entities concerning the private placement of up to $5,000,000 in
additional capital and intends to raise an additional $200,000 in a Rule 504
offering that has not been completed. In order to improve cash flow and
profitability, MobileVest intends to acquire other mobile home communities.
MobileVest has also improved and expanded its managerial, financial and
marketing capabilities by hiring a number of key executives during fiscal 1999.
Year 2000 Readiness
MobileVest has completed an assessment of whether its systems and those
of third parties which could have a material impact on its business will
function properly with respect to dates in 2000 and thereafter. MobileVest has
determined that none of its systems require modification. MobileVest believes
the only third parties that could have a material impact on its business are the
major financial institutions that process its collections of accounts
receivables and monthly dues by the electronic payment methods. The Company
believes these financial institutions are currently working on modifications to
their internal systems to insure these systems will function properly with
respect to dates in 2000 and thereafter and expects these modifications will be
completed in 1999. MobileVest does not anticipate that noncompliance, if any,
with Year 2000 of any non- information technology systems, such as embedded
micro controllers, will materially or adversely affect its business. MobileVest
is currently undertaking an analysis of worst- case scenarios and developing
contingency plans to deal with these scenarios.
ITEM 3. DESCRIPTION OF PROPERTY
General. MobileVest owns four manufactured home communities containing
an aggregate of 209 mobile home sites and 81 recreational vehicle sites. These
communities are located in Sebring, Frostproof (2 communities) and Lake Wales,
Florida. The Company also has its corporate office in Port St. Richey, Florida,
which it leases from Lawrence Beeler. The lease is on a month to month basis and
the monthly rental is $313.50 per month.
MobileVest believes that the Properties provide attractive amenities
and common facilities that create a comfortable and attractive community for the
residents, with most offering a clubhouse, a swimming pool, laundry facilities
and cable television services. Many also offer additional amenities such as
sauna/whirlpool spas, golf courses, tennis, shuffleboard and basketball courts
and exercise rooms. Since residents own their homes, it is their responsibility
to maintain their homes and the surrounding area. It is management's role to
insure that residents comply with community policies and to provide maintenance
of the common areas, facilities and amenities. MobileVest holds periodic
meetings of its property management personnel for training and implementation of
MobileVest's strategies. The Properties historically have had and MobileVest
believes they will continue to have low turnover and high occupancy rates due in
part to this strategy.
The following table sets forth information relating to the Properties
owned by MobileVest as of April 8, 1998. MobileVest acquired three of the four
properties in fiscal 1998, so this information is based on numbers that were
obtained from previous management.
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Location Number of
Community City, State Sites Occupancy
- --------- ----------- ----- ---------
Mobile Homes RVs Mobile Homes RVs
Midwest Mobile
Home Park Sebring, FL 70 0 100% --
Clinch Lake
Mobile Home
Park Frostproof, FL 56 47 95% 26%
Clinch Lake
Manor Frostproof, FL 33 7 100% 43%
Enchanted Grove Lake Wales, FL 120 27 73% 75%
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Location % of Gross
Community City, State Annual Rental Annual Rental
- --------- ----------- ------------- -------------
Midwest Mobile
Home Park Sebring, FL $150,000 28.30%
Clinch Lake
Mobile Home
Park Frostproof, FL $205,000 36.68%
Clinch Lake
Manor Frostproof, FL (See above) (See above)
Enchanted Grove Lake Wales, FL $175,000 33.02%
Indebtedness. At March 31, 1999, the aggregate amount of indebtedness
encumbering the Properties was approximately $2,950,702. The amounts outstanding
as of March 31, 1999 for the indebtedness encumbering each of these Properties
is set forth (in thousands) in the following table. prepayment of these debt
obligations will not result in significant prepayment penalties.
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<TABLE>
<CAPTION>
Amount of Interest Amorti- Indebtedness
Security Pledged as Collateral Indebtedness Rate zation due at Maturity
- ------------------------------ ------------ ---- ------ ---------------
<S> <C> <C> <C> <C>
Midwest Mobile Home Park $ 54,722 12% 11/03 $46,269
51,628 8% 8/99 50,466
469,102 8% 12/03 434,283
Clinch Lake Manor 842,000 9% 9/02 702,738
Clinch Lake RV 33,500 6% 8/99 33,250
Enchanted Grove 1,300,000 7% to 9% 1/04 1,300,000
---------
2,750,702
</TABLE>
Depreciation. The following table sets forth information on the
Properties on which depreciation is taken with respect to the federal tax basis
of such Properties and the components thereof.
<TABLE>
<CAPTION>
Enchanted
Midwest Clinch Lake Grove
Mobile Home Mobile Home Mobile Home
Park Park Park Corporate Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Land 195,000.00 832,916.88 1,007,796,57 180,000.00 2,215,713.45
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Furniture and Fixtures 6,695.84 3,304.16 10,000.00
Motor Vehicles 5,217.10 18,019.70 23,336.80
Buildings 245,000.00 80,000.00 167,500.00 492,500.00
Park Improvements 393,688.06 250,000.00 300,000.00 943,688.06
Mobile Homes 22,500.00 55,000.00 35,000.00 112,500.00
---------------------------------------------------------------------------------
673,201.00 388,304.16 502,500.00 18,019.70 1,582,024.86
=================================================================================
</TABLE>
Depreciation is provided for using the straight line method over the estimated
useful lives for each asset which are as follows: park improvements for 15-20
years, buildings for 40 years, mobile homes for 40 years, mobile fixtures for 5
years and furniture & fixtures for 7-10 years.
The 1998 annual real estate taxes were $8,133.02 on Midwest Mobile Home
Park, $16,342.35 on Clinch Lake and are estimated to be approximately $13,153 on
Enchanted Grove.
Programs to Renovate or Develop the Properties. MobileVest has entered
into a contract to build a new washroom and laundry room at Clinch Lake Manor
for $30,000. Additionally, the roads throughout Clinch Lake will be resurfaced
for approximately $7,500. Enchanted Grove will have its road resurfaced for
approximately $15,000 and Mobile Vest intends to add approximately 30 new mobile
home units over the next three years. All of these expenditures will be paid
from current income.
Leases. The typical lease entered into between a tenant and MobileVest
for the rental of a site is month-to-month or year-to-year, renewable upon the
consent of both parties, or, in some instances, as provided by statute. These
leases are cancelable for non-payment of rent, violation of community rules and
regulations or other specified defaults. See "Regulations and Insurance."
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Insurance. Management believes that the Properties are covered by
adequate fire, floor, property and business interruption insurance provided by
reputable companies and with commercially reasonable deductibles and limits.
MobileVest believes its insurance coverage is adequate based on MobileVest's
assessment of the risks to be insured, the probability of loss and the relative
cost of available coverage. MobileVest has obtained a title insurance insuring
fee title to the Properties in an aggregate amount which MobileVest believes to
be adequate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the number
of shares of Common Stock beneficially owned by (i) each director of MobileVest,
(ii) the executive officers named in the Summary Compensation Table, (iii) all
directors and officers of MobileVest as a group and (iv) each shareholders known
by MobileVest to be a beneficial owner of more than 5% of any class of
MobileVest's voting securities as of March 31, 1998. Except as otherwise
indicated, each of the shareholders listed below has voting and investment power
over the shares beneficial owned and the address of each beneficial owner is
c/of MobileVest, 5623 U.S. Highway 19, Suite 217, New Port Richey, Florida
34652. As of May 18, 1999, MobileVest had 7,935,481 shares of its common stock
issued and outstanding. An asterisk indicates beneficial ownership of less than
1% of the outstanding MobileVest common stock.
Name of Individuals or Number Amount and Nature of
of Persons in Group Beneficial Ownership Percentage of Class
- ------------------- -------------------- -------------------
Edgar Fox 1,510,000(1) 19.0%
Charles Tokarz 39,000(2) *
Dennis Dawson 300,000(3) 3.8%
Doulgas Black 100,000(4) 1.3%
All Officers and Directors 1,749,000 24.6%
as a group (4 persons)
(1) Includes 935,000 shares held by Southwest Mortgage Corporation, a
corporation controlled by Edgar Fox. Also includes options to acquire 400,000
shares of MobileVest's common stock at $.25 per share, the fair market value on
the date of grant, which expire in November 2003.
(2) Mr. Tokarz owns his shares jointly with his wife, Victoria Tokarz.
(3) Includes options to acquire 200,000 shares of MobileVest's common stock at
$.25 per share, the fair market value on the date of grant, which expire in
November 2003.
(4) Represents options to acquire 100,000 shares of MobileVest's common stock at
$.25 per share, the fair market value on the date of grant, which expire in
November 2003.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of MobileVest are:
Edgar L. Fox Chairman
Charles Tokarz Chief Financial Officer, Treasurer and Director
Douglas Dawson Secretary and Director
David Black Director
Edgar L. Fox has served as Chairman of MobileVest since its formation
in March 1995. He also served as MobileVest's President from its formation in
March 1995 until February 1999. Mr. Fox has more than 25 years of experience in
commercial real estate, insurance, and mortgage brokerage. As president of
SouthWest Mortgage Corporation, he holds a Real Estate Mortgage Broker license
in the State of Florida. Mr. Fox is also the president of First Real Estate
Center, Inc., a licensed real estate brokerage firm. As president of MobileVest,
Mr. Fox oversees all operations of MobileVest. His responsibilities include all
manufactured home community acquisitions, sales, and expansions of the
properties.
Charles Tokarz has served as MobileVest's Chief Financial Officer,
Treasurer and Director since March 1999. Mr. Tokarz is a certified public
accountant with over twenty years of business, finance, and financial planning
experience. He specializes in real estate accounting and finance. His prior
professional experience includes serving as President of a NASD broker/dealer
specializing in equity funding for real estate projects and as chief financial
officer and treasurer for a publicly traded wholesale distributor. Previous
positions held by Mr. Tokarz include Vice President and controller for two
developers of luxury condominiums and office buildings, as well as controller of
a country club owned by a NYSE company. Mr. Tokarz has a BS Degree and an MBA
from the University of Massachusetts and holds a Florida Real Estate Broker's
license.
Douglas J. Dawson has served as a Director of MobileVest since August
1996 and as its Secretary since March 19, 1999. Mr. Dawson received his Bachelor
of Arts and Masters Degrees from Michigan State University. For thirteen years,
Mr. Dawson, a certified public accountant, held the positions of Chief Financial
Officer and Vice President of Finance, Marketing, Administration and
International Operations at Domino's Pizza, Inc. His knowledge of financing and
his contacts in the financial arena will enable MobileVest to obtain the most
cost effective financing on communities acquired. Currently Mr. Dawson owns
three Domino's Pizza stores in Florida, as well as an automobile
air-conditioning company. A former member of the board of directors for a number
of high profile corporations, including Michigan National Bank and the Detroit
Tigers Baseball Organization, Mr. Dawson has the energy and experience to be a
valuable addition to the MobileVest Board of Directors.
David Black has served as a Director of MobileVest since its formation
in March 1995. Mr. Black developed his leadership skills and knowledge of
management while at Domino's Pizza, Inc., a multinational company with $2.65
billion in sales and $1.1 billion in corporate revenues. At Domino's Pizza for
thirty years, Mr. Black rose through the ranks from store management to
President of the corporation. He currently owns approximately twenty-five
11
<PAGE>
stores throughout Florida and South Carolina. Mr. Black's background will allow
him to aid in forecasting and planning MobileVest's financial future. Mr. Black
is a graduate of the University of Florida at Gainesville.
Directors serve until the next annual meeting of shareholders or until
their successors are elected and qualified. Officers serve at the discretion of
the Board of Directors. Directors are not compensated for their services on the
board; however, they are reimbursed for expenses incurred in attending board
meetings. On various occasions, the directors have received grants of stock
options and/or stock for their services rendered to MobileVest.
ITEM 6. EXECUTIVE COMPENSATION
The Summary Compensation Table sets forth compensation paid by
MobileVest for the three fiscal years ended December 31, 1998 for services in
all capacities for its Chairman. No other principal executive officer received a
total annual salary and bonus from MobileVest which exceeded $100,000.
Restricted Other
Position Year Salary Stock Awards Compensation
- -------- ---- ------ ------------ ------------
Chief Executive 1998 $18,000 400,000 options(1)
Officer and 1997 $12,000 3,200,00(2)
President 1996 -
(1)Represents options to acquire 400,000 shares of MobileVest's common stock at
an exercise price of $.25 per share, the fair market value on the date of grant,
which expire in November 2003.
(2)Represents restricted shares of MobileVest's common stock.
Employment Agreement
Edgar Fox has had a verbal employment agreement with MobileVest during
1997 and 1998. Under the terms of his verbal agreement, Mr. Fox receives $40,000
per year for his services. However, due to lack of available funds, Mr. Fox only
received $12,000 in 1997 and $18,000 in 1998 and waived the difference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 30, 1997, MobileVest's acquired its manufactured home community
in Sebring, Florida from Southwest Mortgage Corporation, a company which is
wholly owned by Edgar Fox. MobileVest acquired the manufactured home community
in Sebring, Florida for approximately $875,000, developed land in Citrus City,
Florida for $180,000, assuming approximately $600,000 and $130,000 in related
liabilities, respectively. Additionally, Southwest Mortgage received 1,500,00
shares of common stock in this transaction. Southwest Mortgage acquired the
Sebring community on December 15, 1993 for approximately $600,000.
12
<PAGE>
In September 1998, MobileVest entered into an acquisition agreement to
acquire a mobile home community in Frostproof, Florida. The contract contained a
provision that MobileVest provide the seller with 200,000 shares of MobileVest's
restricted common stock for a two (2) year period. At the end of the two year
period, the seller had the option of keeping the stock or MobileVest would
guarantee a purchase buy-out of $300,000. On behalf of MobileVest, Southwest
Mortgage Corporation, a company wholly owned by Edgar Fox provided the seller
with 200,000 shares of MobileVest's common stock. In consideration for the
stock, MobileVest issued a note to Southwest Mortgage Corporation in the amount
of $168,000. In April 1999, MobileVest issued 200,000 shares of its common stock
to Southwest to replace the 200,000 shares that it had transferred to MobileVest
in September 1998 and cancelled the note.
ITEM 8. DESCRIPTION OF SECURITIES
MobileVest's authorized capital stock consists of 50,000,000 shares of
Common Stock, $.001 par value and 5,000,000 shares of Preferred Stock, $1.00 par
value. As of May 18, 1999, 7,935,481 shares of its Common Stock and no shares of
its Preferred Stock were issued and outstanding.
COMMON STOCK
The holders of the Common Stock are entitled to one vote per each share
held and have the sole right and power to vote on all matters on which a vote of
stockholders is taken. Voting rights are non-cumulative. The holders of shares
of Common Stock are entitled to receive dividends when, as and if declared by
the Board, of Directors, out of funds legally available therefore and to share
pro rata in any distribution to stockholders. Upon liquidation, dissolution, or
winding up of MobileVest, the holders of the Common Stock are entitled to
receive the net assets of MobileVest in proportion to the respective number of
shares held by them after payment of liabilities which may be outstanding.
PREFERRED STOCK
MobileVest's Board of Directors has the authority to issue up to
5,000,000 shares of Preferred Stock in one or more series, and to fix by
resolutions, conditional, full, limited or no voting powers and such
designations, preferences and relative, participating, optional or other special
rights, if any, and the qualifications, limitations or restrictions thereof, if
any, including the number of shares in such series (which the Board may increase
or decrease as permitted by Florida law), liquidation preferences, dividends
rates, conversion or exchange rights, redemption provisions of the shares
constituting any series, and such other special rights and protective provisions
with respect to any class or series as the Board may deem advisable without any
further vote or action by the shareholders. Any shares of Preferred Stock so
issued would have priority over the Common Stock with respect to dividend or
liquidation rights or both and could have voting and other rights of
shareholders. MobileVest has no present plans to issue shares of Preferred
Stock.
13
<PAGE>
CERTAIN FLORIDA LEGISLATION
Florida has enacted legislation that may deter or frustrate takeovers
of Florida corporations. The Florida Control Share Act generally provides that
shares acquired in excess of certain specified thresholds will not possess any
voting rights unless such voting rights are approved by a majority or a
corporation's disinterested shareholders. The Florida Affiliated Transactions
Act generally requires supermajority approval by disinterested shareholders of
certain specified transactions between a public corporation and holders of more
than 10% of outstanding voting shares of corporation (or their affiliates).
Florida law and MobileVest's Articles and Bylaws also authorize MobileVest to
indemnify MobileVest's directors, officers, employees and agents. In addition,
Florida law presently limits the personal liability of corporate directors for
monetary damages, except where the directors (i) breach their fiduciary duties
and (ii) such breach constitutes or includes certain violations of criminal law,
a transaction from which the directors derived an improper person benefit,
certain unlawful distributions or certain reckless, wanton or willful acts or
misconduct.
TRANSFER AGENT
MobileVest's Transfer Agent is Florida Atlantic Stock Transfer, 7130
Nob Hill Road, Tamarac, Florida 33321.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRATION'S
COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
MobileVest's common stock is traded in the over the counter market
under the symbol "MOBV". The following table set forth the high and low bid and
ask prices, as reported by the National Quotation Bureau, Inc. for MobileVest's
Common Stock for the calendar periods indicated. These quotations reflect
intermediate prices, without retail mark-ups, mark-downs or commissions, and may
not represent actual transactions. MobileVest's common stock began trading in
the OTC Bulletin Board on April 16, 1998, so information is provided beginning
in the second quarter of 1998.
Quarter Ended High Bid Low Bid
- ------------- -------- -------
June 30, 1998 2.4375 1.0625
September 30, 1998 3.6875 .625
December 31, 1998 1.3125 .1563
March 31, 1999 1.5625 .2188
Prior to April 16, 1998, MobileVest's common stock was traded privately
and there was not active trading market for its common stock.
14
<PAGE>
The approximate number of common stockholders of record of MobileVest's
common stock as of May 4, 1999 was 129.
DIVIDEND POLICY
MobileVest has never paid cash dividends on its Common Stock. Payment
of dividends will be within the sole discretion of MobileVest's Board of
Directors and will depend, among other factors, upon earnings, capital
requirements and the operating and financial condition of MobileVest. At the
present time, MobileVest's anticipated financial capital requirements are such
that it intends to follow a policy of retaining earnings in order to finance the
development of its business.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings pending to which MobileVest is subject,
nor to the knowledge of MobileVest are any such legal proceedings threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
During the last two fiscal years, MobileVest has not had any changes in
or disagreements with its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth the Company's sale of securities during the
last three years, which securities were not registered under the Securities Act
of 1933, as amended (the "Securities Act"). No underwriters were employed with
respect to the sale of any of the securities listed below. All shares were
issued in reliance on Section 4(2) and/or Section 3(b) of the Securities Act.
1. In April 1997, the Company issued 3,200,000 shares of its common
stock to Edgar L. Fox. Mr. Fox received these shares as consideration for
services that he had performed for MobileVest in its initial organizational
activities. Inasmuch as Mr. Fox was the founding shareholder of MobileVest and
had knowledgeable and access to comprehensive information about MobileVest, the
shares were issued in reliance upon Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act"). A legend was placed on the certificates
stating that the securities were not registered under the Securities Act and set
forth the restrictions on their transferability and sale.
2. In April 1997, the Company issued 1,500,000 shares of its common
stock to Southwest Mortgage Corporation in connection with its acquisition of
the Sebring mobile home community. MobileVest acquired the manufactured home
community in Sebring, Florida for approximately $875,000 and developed land in
Citrus City, Florida for approximately $180,000, assuming approximately $600,000
and $130,000 in related liabilities, respectively. Additionally,
15
<PAGE>
Southwest Mortgage received 1,500,000 shares of common stock in this
transaction. Inasmuch as Southwest Mortgage Company and Edgar Fox, the sole
shareholder of Southwest, had knowledgeable and access to comprehensive
information about MobileVest, the shares were issued in reliance upon Section
4(2) of the Securities Act. A legend was placed on the certificates stating that
the securities were not registered under the Securities Act and set forth the
restrictions on their transferability and sale.
3. In April 1997, the Company issued 1,300,000 shares of its common
stock to officers, directors, employees and others in satisfaction of certain
liabilities, including compensation which were accrued in 1997 and 1996 for
services rendered. The shares were issued to:
Number of
Name of Recipient Shares Received
----------------- ---------------
Dennis Fox 100,000
Darrell Eichoff 300,000
Harry Million 100,000
Douglas Dawson 100,000
Bruce Moreland 50,000
Jeffrey Dale Welsh 300,000
Ford and Wilma Hilbert 150,000
Earline and Miles Whitner 150,000
---------
1,300,000
Inasmuch as the employees, executives and directors who received the
Shares of MobileVest's common stock were knowledgeable, sophisticated or had
access to comprehensive information to MobileVest, such transactions were
undertaken were issued in reliance upon Section 4(2) of the Securities Act. A
legend was placed on the certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.
4. In April 1997, MobileVest completed a private offering of 10,000
units, each unit consisting of 50 shares of common stock and 95 redeemable
common stock purchase warrants at a price of $5.00 per unit. The offering and
sale of the units was made in reliance on Rule 504 of the Securities Act of
1933, as amended. The units were only offered and sold to 8 accredited investors
and 18 non-accredited investors, who represented that they had no need for
liquidity in their investment and had adequate financial resources to withstand
a total loss on their investment.
5. During 1998, 950,000 warrants were exercised by the accredited and
non-accredited investors who purchased units in MobileVest's Rule 504 offering
(described in paragraph 4 above). The exercise of the warrants was made in
reliance on Rule 504 of the Securities Act of 1933, as amended. The warrant
holders all represented that they had no need for liquidity in their investment
and had adequate financial resources to withstand a total loss on their
investment.
16
<PAGE>
6. In November 1998, MobileVest granted options to purchase common
stock at $.25 per share to its directors for unremunerated services provided to
MobileVest. The exercise price of $.25 per share was determined by the Board of
Directors to be the fair market value of MobileVest's Common Stock as of
November 3, 1998. Edgar Fox, Douglas Dawson, Dennis Fox (previously a member of
the Board of Directors) and David Black received 400,000, 200,000, 100,000 and
100,000 options, respectively. These options can be exercised anytime, with
written notice and payment to MobileVest, until November 2003. At this time, the
Board also issued 20,000 shares of its common stock to Charles Tokarz as
compensation for services rendered to MobileVest. Inasmuch as the directors who
received the options were knowledgeable, sophisticated and had access to
comprehensive information to MobileVest, the options were issued in reliance
upon Section 4(2) of the Securities Act. A legend was placed on the certificates
stating that the securities were not registered under the Securities Act and set
forth the restrictions on their transferability and sale.
7. In April 1999, MobileVest issued 200,000 shares of its common stock
to Southwest Mortgage Corporation in order to replace the 200,000 shares of
MobileVest's common stock that Southwest had transferred to MobileVest in
September 1998. In September 1998, MobileVest had entered into an acquisition
agreement to acquire a mobile home community in Frostproof, Florida. The
contract contained a provision that MobileVest provide the seller with 200,000
shares of MobileVest's restricted common stock for a two (2) year period. At the
end of the two year period, the seller had the option of keeping the stock or
MobileVest would guarantee a purchase buy-out of $300,000. The seller was given
information about MobileVest or had it made available and was provided
opportunities to ask questions of management about the information provided or
made available. Information concerning restrictions on transfer of the acquired
securities was also provided. MobileVest reasonably believed that the seller had
such knowledge and experience in financial and business matters so as to be
capable of evaluating the risk of such investment.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850(l) of the Florida Business Corporation Act, ("FBCA")
permits a Florida corporation to indemnify any person who was or is a party to
any third party proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 607.0850(2) of the FBCA permits a Florida corporation to
indemnify any person, who was or is a party to a derivative action if such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnification for such expenses which such court
deems proper.
17
<PAGE>
Section 607.0850(4) of the FBCA provides that any indemnification made
under the above provisions, unless pursuant to a court determination, may be
made only after a determination that the person to be indemnified has met the
standard of conduct described above. This determination is to be made by a
majority vote of a quorum consisting of the disinterested directors of the board
of directors, by independent legal counsel, or, by a majority vote of the
disinterested shareholders. The board of directors also may designate a special
committee of disinterested directors to make this determination. Section
607.0850(3), however, provides that to the extent that any officer, director,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection 607.0850(l) or
subsection 607.0850(2), or in defense of any claim, issue, or matter therein,
the Corporation must indemnify him against expenses actually and reasonably
incurred by him in connection therewith.
Section 607.0850(7) provides further that the indemnification and
advancement of expenses provided in Section 607.0850 are not exclusive, and a
corporation may make any other or further indemnification of advancement of
expenses of any of its directors, officers, employees or agents under any bylaw,
agreement vote of shareholders or disinterested directors, or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office. However, a corporation cannot indemnify or advance expenses
to or on behalf of such person if a judgment or other final adjudication
establishes that his actions, or omissions to act, were material to the cause of
action so adjudicated and the director, officer, employee or agent (a) violated
criminal law, unless he had reasonable cause to believe his conduct was not
unlawful, (b) derived an improper personal benefit from a transaction, (c) was
or is a director in a circumstance where liability under Section 607.0834
(relating to unlawful distribution) applies, or (d) engages in willful
misconduct or conscious disregard for the best interests of the corporation in a
proceeding by or in right of the corporation to procure a judgment in its favor
or in a proceeding by or in right of a shareholder.
18
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
AUDITED FINANCIAL STATEMENTS FOR DECEMBER 31, 1998 AND 1997
Independent Auditors' Report F-2
Balance Sheet F-3
Statement of Operations F-5
Statements of Change in Stockholders' Equity F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8
UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1998
AND MARCH 31, 1997
Balance Sheet F-18
Statements of Operations F-20
Statements of Changes in Stockholders' Equity F-21
Statements of Cash Flows F-22
Notes to Financial Statements F-23
PART III
<TABLE>
<CAPTION>
ITEM 1. INDEX TO EXHIBITS
<S> <C>
3.1 Articles of Incorporation of MobileVest, Inc. dated May 29, 1999
3.2 Amendment to Articles of Incorporation of MobileVest dated June 30, 1997
3.3 Bylaws of MobileVest, Inc.
10.1 Closing Statements and Warranty Deeds dated June 30, 1997 for the Sebring,
Florida mobile home community by and between Southwest Mortgage
Corporation and MobileVest, Inc.
10.2 Contract for sale and purchase between MobileVest, Inc. and Mary
Stewart dated August 31, 1998 for the acquisition of two mobile home
communities in Frostproof, Florida
10.3 Contract for sale and purchase between MobileVest, Inc. and Alan M. Korn dated
December 31, 1998 for a mobile home community in Lake Wales, Florida
10.4 Agreement dated March 31, 1999 for the purchase and sale between MobileVest,
Inc. and Mhp Group Four L.C. for a mobile home community in Ft. Myers,
Florida
10.5 Agreement dated April 27, 1999 for purchase and sale between MobileVest, Inc.
and JTA, Inc. for a mobile home community in Orlando, Florida
27.1 Financial Data Schedule for the fiscal year ended December 31, 1998
27.2 Financial Data Schedule for the three months ended March 31, 1999
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
MobileVest caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized on this 4th day of June, 1999.
MOBILEVEST, INC.
/s/ Edgar L. Fox
---------------------
Edgar L. Fox
Chairman
19
<PAGE>
MOBILEVEST, INC.
FINANCIAL STATEMENTS
December 31, 1998 and 1997
TABLE OF CONTENTS
PAGES
-----
Independent Auditors' Report F-2
Balance Sheets F-3
Statements of Operations F-5
Statements of Changes in Stockholders' Equity F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Mobilevest, Inc.
New Port Richey, Florida
We have audited the accompanying balance sheets of Mobilevest, Inc. (the
Company) as of December 31, 1998 and 1997, and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 evaluating the overall financial statement presentation.
We believe that our audits of the financial statements provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Mobilevest, Inc. as of
December 31, 1998 and 1997, and the results of its operations, changes in
stockholders' equity and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company sustained a net operating loss, had deficit
cash flows from operations and a working capital deficiency, all of which raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding these matters are described in Note 9. The financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
KEEFE, McCULLOUGH & CO., LLP
Fort Lauderdale, Florida
April 6, 1999
F-2
<PAGE>
MOBILEVEST, INC.
BALANCE SHEETS
December 31, 1998 and 1997
A S S E T S
1998 1997
---------- ----------
CURRENT ASSETS:
Cash $ 8,546 $ 2,749
Interest receivable 864 625
Prepaid insurance 2,590 426
Current portion of mortgage notes receivable 8,570 4,947
Investments, trading securities -- 9,375
---------- ----------
Total current assets 20,570 18,122
---------- ----------
PROPERTY AND EQUIPMENT, at cost or allocated cost:
Park improvements 943,688 381,788
Buildings 492,500 245,000
Mobile homes 112,500 22,500
Motor vehicles 23,337 --
Furniture and fixtures 10,000 10,000
---------- ----------
1,582,025 659,288
Less accumulated depreciation 49,122 15,499
---------- ----------
1,532,903 643,789
Land 2,215,713 375,000
---------- ----------
Total property and equipment 3,748,616 1,018,789
---------- ----------
OTHER ASSETS:
Mortgage notes receivable, less current portion 75,543 51,700
Deposits 2,200 9,700
---------- ----------
Total other assets 77,743 61,400
---------- ----------
Total assets $3,846,929 $1,098,311
========== ==========
The accompanying notes to financial statements are an
integral part of these statements.
F-3
<PAGE>
MOBILEVEST, INC.
BALANCE SHEETS
December 31, 1998 and 1997
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 11,208 $ 10,500
Due to related party 168,063 --
Current portion of debt 129,500 9,742
Accrued expenses 41,917 24,658
Unearned revenue 550 1,720
---------- ----------
Total current liabilities 351,238 46,620
---------- ----------
DEBT, less current portion 2,767,000 657,417
---------- ----------
Total liabilities $3,118,238 704,037
---------- ----------
STOCKHOLDERS' EQUITY:
Capital stock, 5,000,000 shares of $1 par value
preferred stock authorized, but not yet issued -- --
Capital stock, 50,000,000 shares of $.001 par value
common stock authorized, 7,450,000 and 6,500,000 shares
issued and outstanding in 1998 and 1997, respectively 7,450 6,500
Additional paid-in capital 905,742 452,214
Retained earnings (deficit) (184,501) (64,440)
---------- ----------
Total stockholders' equity 728,691 394,274
---------- ----------
Total liabilities and stockholders' equity $3,846,929 $1,098,311
========== ==========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-4
<PAGE>
MOBILEVEST, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
REVENUES $ 183,087 $ 42,959
----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES:
Interest 88,473 35,377
Management fees 58,724 31,450
Provision for depreciation 33,623 15,499
Repairs and maintenance 28,983 3,646
Power, water and refuse 22,481 7,691
Materials 21,756 --
Legal and professional 21,238 5,220
Property and other taxes 10,442 8,350
Insurance 5,506 1,491
Telephone 2,466 1,081
Office supplies 1,654 792
Advertising 1,204 --
Licenses and fees 1,079 1,727
----------- -----------
Total general and administrative expenses 297,629 112,324
----------- -----------
Loss from operations (114,542) (69,365)
OTHER INCOME (EXPENSE):
Interest income 13,857 5,762
Loss on expiration of real estate purchase option (19,376) --
Unrealized loss on investment -- (837)
----------- -----------
Loss before provision (credit) for income taxes (120,061) (64,440)
PROVISION (CREDIT) FOR INCOME TAXES (Note 6) -- --
----------- -----------
Net loss $ (120,061) $ 64,440
=========== ===========
Earnings (loss) per share $ (.02) $ (.01)
=========== ===========
Weighted shares outstanding 7,450,000 6,500,000
=========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-5
<PAGE>
MOBILEVEST, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Additional Retained
Preferred Common Paid-In Earnings
Stock Stock Capital (Deficit)
----- ----- ------- ---------
<S> <C> <C> <C> <C>
BALANCES,
January 1, 1997 (Inception) $ -- $ -- $ -- $ --
Issuance of 3,200,000 shares
of common stock issued to
Edgar L. Fox -- 3,200 -- --
Issuance of 1,500,000 shares
of common stock exchanged
with Southwest Mortgage
Corporation (Note 5) -- 1,500 305,771 --
Issuance of 1,300,000 shares
of common stock issued or
sold to others -- 1,300 123,700 --
Issuance of 10,000 units sold;
each unit representing 50 shares
of common stock and 95 redeemable
stock purchase warrants (total
500,000 shares and 950,000 warrants) -- 500 22,743 --
Net loss for the year ended
December 31, 1997 -- -- -- (64,440)
------- ------- --------- ----------
BALANCES,
January 1, 1998 -- 6,500 452,214 (64,440)
Conversion of 950,000 warrants, each
warrant representing one share of
common stock (total 950,000 shares)
and the sale the of remaining 10,000
units from the prior year (totaling
1,450,000 share) -- 950 453,528 --
Net loss for the year ended
December 31, 1998 -- -- -- (120,061)
------- ------- --------- ----------
BALANCES,
December 31, 1998 $ -- $ 7,450 $ 905,742 $ (184,501)
======= ======= ========= ==========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-6
<PAGE>
MOBILEVEST, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (120,061) $ (64,440)
Adjustments to reconcile net loss to net
cash used in operating activities:
Provision for depreciation 33,623 15,499
Unrealized loss on investments -- 837
Changes in assets and liabilities:
Increase in interest receivable (239) (625)
Increase in prepaid insurance (2,164) (426)
Decrease in deposits 7,500 --
Decrease in accounts receivable -- 4,900
Increase (decrease) in accounts payable 708 (30,127)
Increase in accrued expenses 17,259 16,854
Decrease in unearned revenue (1,170) (3,130)
---------- ---------
Net cash used in operating activities (64,544) (60,658)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Collections on mortgage notes receivable 12,533 2,023
Sales of investments 9,375 --
Payments for purchase of property and equipment (403,139) (21,340)
Payments for purchase of investments -- (10,212)
---------- ---------
Net cash used in investing activities (381,231) (29,529)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock 454,478 98,243
Proceeds from debt issuance 92,005 --
Principal payments on debt (94,911) (5,307)
---------- ---------
Net cash provided by financing activities 451,572 92,936
---------- ---------
Net increase in cash 5,797 2,749
CASH, January 1 2,749 --
---------- ---------
CASH, December 31 $ 8,546 $ 2,749
========== =========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-7
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND OPERATIONS
Mobilevest, Inc. (the Company) commenced operations on January 1,
1997, and, is located in New Port Richey, Florida. The Company purchases,
owns and operates a number of mobile home communities in Florida. In
addition to the management of such communities, the Company generates
revenue through the rental of lots and the sale of new and used mobile
homes.
During the year, the Company acquired three additional mobile home
communities located in Lake Wales, Florida and Frostproof, Florida. The
acquisitions were financed through additional debt issued by the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Provision for depreciation:
Depreciation is provided for using the straight-line method over
the estimated useful lives for each asset which are as follows:
Park improvements 15-20 years
Buildings 40 years
Mobile homes 40 years
Motor vehicles 5 years
Furniture and fixtures 7-10 years
Additions and major renewals to property and equipment are
capitalized. Maintenance and repairs are charged to expense when incurred.
The cost and accumulated depreciation of assets sold or retired are removed
from the respective accounts and any gain or loss is reflected in income.
Use of estimates:
The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual amounts could differ from
those estimates.
Cash equivalents:
For purposes of the statements of cash flows, the Company
considers all short-term investments with a maturity of three months or
less when purchased to be cash equivalents.
Unearned revenue:
Tenants are billed and lot space rental earned on a monthly basis.
Lot rental fees received in advance of billings are held as unearned
revenue and recognized when the lot rental has been provided.
Stock based compensation:
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," encourages, but does not require companies
to record compensation cost for stock-based employee compensation plans at
fair value. The Company has elected to account for stock-based compensation
plans using the intrinsic value method prescribed in Accounting Principles
Board
F-8
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Accordingly, compensation cost for stock options
is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock.
Advertising
The Company follows the policy of charging the cost of advertising
to expense as incurred. Advertising expense amounted to $1,204 for the
year ended December 31, 1998.
Earnings (loss) per share:
Earning (loss) per share is calculated based on the weighted
average number of common shares outstanding during the year.
Reclassifications:
Certain prior year amounts have been reclassified in order to
conform with the current year presentation.
F-9
<PAGE>
NOTE 3 - DEBT
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Mortgage note payable to an individual in monthly interest
installments of various amounts ranging from $7,583 to
$9,750 until January, 2004, at which time the entire
principal balance is due. Collateralized by real property
with a net book value of approximately $1,500,000. $1,300,000 $ --
Mortgage note payable to an individual in monthly
installments of $9,000 including principal and interest at
9% through September, 2002, at which time the remaining
balance is due. This note is collateralized by real property
with a net book value of approximately $1,300,000. 842,066 --
Mortgage note payable to an individual in monthly
installments of $3,632 including principal and interest at
8% through December, 2003, at which time the remaining
balance is due. This note is collateralized by real property
with a net book value of approximately $839,000. 470,596 476,285
</TABLE>
F-10
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 3 - DEBT (continued)
<TABLE>
<S> <C> <C>
Mortgage note payable to an individual in monthly
installments of $948 including principal and interest at 14%
until May, 2000, at which time the remaining balance is due.
Collateralized by real property with a net book value of
approximately $180,000. 79,460 79,692
Mortgage note payable to an individual in monthly
installments of $661 including principal and interest at 12%
through November, 2003, at which time the remaining balance
is due. This note is collateralized by real property with a
net book value of approximately $839,000. 55,055 56,293
Mortgage note payable to an individual in monthly
installments of $573 including principal and interest at 8%
through August, 1999, at which time the remaining balance is
due. Collateralized by real property with a net book value of 52,306 54,889
approximately $839,000.
Note payable to an individual including principal and
interest at 16% due in March, 1999, and subsequent to year
end extended until May, 1999. The note is uncollateralized. 48,005 --
Note payable to an individual including principal and
interest at 6% due in August, 1999. The note is
uncollateralized. 33,250 --
Note payable to a bank, payable in monthly installments of
$392 including interest at 4.90%, collateralized by a motor
vehicle with a net book value of approximately $18,000.
15,762 --
Less current portion ----------- ----------
2,896,500 667,159
129,500 9,742
----------- ----------
$ 2,767,000 $ 657,417
=========== ==========
</TABLE>
F-11
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 3 - DEBT (continued)
Future debt principal payments in the aggregate are approximately
as follows:
Year ending
December 31 1998 1997
----------- ----------- ----------
1998 $ -- $ 10,000
1999 $ 129,500 $ 60,000
2000 $ 131,400 $ 87,000
2001 $ 56,900 $ 9,000
2002 $ 748,100 $ 10,000
2003 $ 14,500 $ --
Thereafter $ 1,816,100 $ 491,000
NOTE 4 - MORTGAGE NOTES RECEIVABLE
The Company, in connection with its acquisition of certain
property in exchange for common stock from Southwest Mortgage Corporation
(Note 5), obtained seven mortgage notes receivable aggregating
approximately $68,000. Six have remaining balances totaling approximately
$56,000 at December 31, 1998.
During the year, the Company obtained four additional mortgage
notes receivable which have remaining balances of approximately $28,100 at
December 31, 1998.
The Company receives monthly payments totaling $1,540, including
principal and interest, with interest rates ranging from 6.0% to 14.3%
through July, 2001, and at lesser amounts thereafter until June, 2008. The
Company holds titles to mobile homes as collateral for these notes.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has entered into employment agreements with
stockholders Edgar L. Fox, and Dennis Fox, which are renewable in one year
terms unless terminated. Under the terms of the agreements, they each
receive $40,000 per year for their services. Due to a lack of available
funds, a total of $42,000 and $31,000 in management fees in 1998 and
1997, respectively, were paid to them or entities they own, with the
differences waived. Prior to these agreements, Edgar L. Fox and certain
others received common stock in the Company in exchange for their services.
In addition to the employment agreements mentioned above, the
Company acquired all the assets and liabilities relating to mobile homes
communities of Southwest Mortgage Corporation, a company wholly owned by
Edgar L. Fox, purchasing real property and other assets for approximately
$1,079,000 and assumed certain related liabilities of approximately
$719,000 in exchange for 1,500,000 shares of common stock.
The balance owed to Southwest Mortgage Corporation is non-interest
bearing and at December 31, 1998 was $168,063. A significant portion of
the balance relates to the purchase of a mobile home community located in
Frostproof, Florida. The contract contained a provision that Southwest
Mortgage Corporation (wholly owned by Edgar L. Fox) provide 200,000 shares
of Company common stock it owned. The stock has a two year sale
restriction, after which it may be retained by the seller or repurchased
for a guaranteed price of $300,000. $200,000 of the repurchase amount is
evidenced by a promissory note given by Mobilevest, Inc. with the remaining
$100,000 personally guaranteed by Edgar L. Fox (Note 10).
F-12
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 6 - PROVISION (CREDIT) FOR INCOME TAXES
Deferred taxes, if applicable, are provided at the combined
effective Federal and state statutory rates on timing differences which
occur when certain income and expense items are recognized at different
times for financial reporting and tax purposes.
The Company accounts for income taxes in accordance with the
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", which requires the recognition of deferred tax liabilities and
assets at currently enacted tax rates for the expected future tax
consequences of events that have been included in the financial statements
or tax returns. A valuation allowance is recognized to reduce the net
deferred tax asset to an amount that is more likely than not to be
realized. The tax provision (credit) shown on the accompanying statement of
operations is zero, and a deferred tax asset of approximately $69,000
generated from net operating losses offset in its entirety by a valuation
allowance. Net operating loss carryforwards for both financial reporting
and tax purposes total approximately $184,000. The tax losses expire
$64,000 in 2012 and $120,000 in 2018.
NOTE 7 - PRIVATE PLACEMENT AND OTHER EQUITY TRANSACTIONS
In April, 1997, the Company began a private placement of it's
common stock, issuing 10,000 units at $5 per unit. Each unit consisted of
50 shares of common stock and 95 redeemable stock purchase warrants. The
common stock purchase warrants were exercisable for one share of common
stock at $1 per share and were converted in April, 1998 and sold
throughout the year for approximately $454,500.
Further, in November, 1998, the Company granted 800,000 options to
purchase common stock at $.25 per share to certain directors for services
provided. These options can be exercised anytime, with written notice and
payment to the Company, until November, 2003.
NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental Disclosure of Cash Flow Information:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash received during the year for -
Interest $ 13,618 $ 5,137
Cash paid during the year for -
Interest $ 81,428 $ 33,099
Noncash Investing and Financing Activities:
Purchases of property and
equipment $ 2,763,450 $ 28,340
Mortgage notes receivable obtained
in connection with purchase of
property and equipment. (40,000) --
</TABLE>
F-13
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION (continued)
<TABLE>
<S> <C> <C>
Debt issued in connection
with purchases of property
and equipment (2,320,311) --
Accounts payable relating to
acquisition -- (7,000)
--------- -----------
Cash paid for property
and equipment $ 403,139 $ 21,340
=========== ===========
Sale of common stock $ 454,478 $ 458,714
Debt assumed in connection with
sale of common stock -- 672,466
Other liabilities relating to
sale of common stock -- 46,281
Other assets received relating to
sale of common stock -- (73,270)
Property and equipment received
in connection with sale of
common stock -- (1,005,948)
----------- -----------
Cash received on sale
of common stock $ 454,478 $ 98,243
=========== ===========
</TABLE>
NOTE 9 - GOING CONCERN MATTERS
As reflected in the Company's financial statements the Company has
sustained net operating losses of $64,440 and $102,061 for the years
ended December 31, 1997 and 1998. Further, at December 31, 1998, the
Company's current liabilities exceeded current assets by $330,668.
The management and owners of the Company are committed to
subsidizing and operating the Company until profitable future operations
can be achieved. In that connection the following actions have been taken:
(1) As of December 31, 1998, the Company's investment banker
has successfully raised $602,721 of net proceeds in a
Rule 504 Regulation D offering during 1997 and 1998 (Note
7). Approximately $200,000 of this offering remains to be
raised. The Company's investment banker anticipates
completing the offering no later than September 30, 1999.
These proceeds will be used to fund operating losses and
pay the cost of registering the Company's securities with
the Securities and Exchange Commission (SEC).
F-14
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE 9 - GOING CONCERN MATTERS (continued)
(2) The Company intends to improve cash flow and profitability
by acquiring other mobile home parks as described in Note
10.
(3) The Company is negotiating with several entities
concerning the private placement of up to $5,000,000 in
additional common stock.
(4) The Company has improved and expanded its managerial,
financial and marketing capabilities by hiring a number of
key executives subsequent to year end.
NOTE 10 - SUBSEQUENT EVENTS
Subsequent to year end, the Company signed a letter of intent to
acquire eight mobile home parks located in central Florida for
approximately $24 million, the transaction to close in September, 1999.
These acquisitions will be accomplished with approximately $19 million in
cash, debt issued and Company common stock which will in all cases equal a
valuation of approximately $5 million at the closing date.
In connection with this letter of intent, the Company has placed
no deposits with the sellers and has not been granted any exclusive
purchase options. The Company is in the process of investigating the
properties and raising the funds necessary to consummate the transactions
before the expected closing date. Through April, 1999, the Company has
entered into purchase agreements with two mobile home parks above which
total approximately $2.75 million.
During March 1999, the Company engaged a law firm to prepare the
Form 10SB for the registration of its securities with the SEC. Beginning in
January, 1999, the NASD has required all prospective new listing companies
to become registered with the SEC in order to qualify for listing on the
OTC Bulletin Board exchange. Companies already listed on the exchange were
given deadlines to file a registration statement with the SEC. Although the
Company is not required to register until February, 2000, management has
decided that taking this action early will enable it to progress more
rapidly towards its goal of closing a private placement.
In addition, in May, 1999, the Company issued 200,000 shares of
common stock to Southwest Mortgage Corporation (a stockholder and related
party) and canceled the promissory note discussed in Note 5.
F-15
<PAGE>
MOBILEVEST, INC.
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
F-16
<PAGE>
Mobilevest, Inc.
INTERNAL PREPARER'S LETTER
The Board of Directors
Mobilevest, Inc.
The attached balance sheet of Mobilevest, Inc. ("the Company") as of March 31,
1999 and 1998, and the related statements of operations, shareholders' equity
and cash flows for the periods then ended were prepared internally, in
accordance with generally accepted accounting principles, from the Company's
accounting records by Company personnel and have not been audited. The most
recent audit was conducted as of December 31, 1998.
I am aware of no material errors or misrepresentations in the statements as to
the financial position of Mobilevest, Inc.
Charles Tokarz
Chief Financial Officer
May 27, 1999
F-17
<PAGE>
MOBILEVEST, INC.
BALANCE SHEETS
March 31, 1999 and 1998
A S S E T S
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 31,475 $ 2,155
Interest receivable 864 625
Prepaid insurance 2,866 426
Current portion of mortgage notes receivable 11,341 5,187
Investments, trading securities - 9,375
---------- ----------
Total current assets 46,546 17,768
---------- ----------
PROPERTY AND EQUIPMENT, at cost or allocated cost:
Park improvements 943,688 381,788
Buildings 492,500 245,000
Mobile homes 112,500 39,200
Motor vehicles 18,020 -
Furniture and fixtures 10,000 10,000
Machinery and equipment 5,317 -
---------- ----------
1,582,025 675,988
Less accumulated depreciation 65,982 21,499
---------- ----------
1,516,043 654,489
Land 2,215,713 375,000
---------- ----------
Total property and equipment 3,731,756 1,029,489
---------- ----------
OTHER ASSETS:
Mortgage notes receivable, less current portion 76,267 50,351
Deposits 2,200 10,000
---------- ----------
Total other assets 78,467 60,351
---------- ----------
Total assets $3,856,769 $1,107,608
========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-18
<PAGE>
MOBILEVEST, INC.
BALANCE SHEETS
March 31, 1999 and 1998
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 12,842 $ 16,436
Due to related party 154,564 30,062
Current portion of debt 179,260 9,959
Accrued expenses 48,290 26,608
Unearned revenue 3,438 1,720
---------- ----------
Total current liabilities 398,394 84,785
---------- ----------
DEBT, less current portion 2,705,569 654,848
---------- ----------
Total liabilities 3,103,963 739,633
---------- ----------
STOCKHOLDERS' EQUITY:
Capital stock, 5,000,000 shares of $1 par value
preferred stock authorized, but not yet issued
Capital stock, 50,000,000 shares of $.001 par value
common stock authorized, 7,450,000 and 6,500,000 shares
issued and outstanding in 1999 and 1998, respectively 7,450 6,500
Additional paid-in capital 957,541 451,583
Retained earnings (deficit) (212,185) (90,108)
---------- ----------
Total stockholders' equity 752,806 367,975
---------- ----------
Total liabilities and stockholders' equity $3,856,769 $1,107,608
========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-19
<PAGE>
MOBILEVEST, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
REVENUES $ 116,660 $ 18,510
GENERAL AND ADMINISTRATIVE EXPENSES:
Interest 51,113 15,089
Power, water and refuse 21,439 4,582
Management fees 19,600 13,400
Provision for depreciation 16,860 6,000
Legal and professional 10,164 -
Property and other taxes 8,567 1,950
Repairs and maintenance 7,488 2,175
Insurance 4,690 1,354
Telephone 2,035 351
Office supplies 2,158 111
Licenses and fees 1,333 881
Vehicle expense 788 -
Advertising 108 44
---------- ----------
Total general and administrative expenses 146,343 45,937
---------- ----------
Loss from operations (29,683) (27,427)
OTHER INCOME:
Interest income 1,999 1,759
---------- ----------
Loss before provision (credit) for income taxes (27,684) (25,668)
PROVISION (CREDIT) FOR INCOME TAXES (Note 6) - -
---------- ----------
Net loss $ (27,684) $ (25,668)
========== ==========
Loss per share $ (0.00) $ (0.00)
========== ==========
Weighted shares outstanding 7,450,000 6,500,000
========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-20
<PAGE>
<TABLE>
MOBILEVEST, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 1999 and 1998
<CAPTION>
Additional
Preferred Common Paid-In Retained
Stock Stock Capital Deficit Total
--------- ------ ---------- -------- -----
<S> <C> <C> <C> <C> <C>
BALANCES,
January 1, 1999 $ - $ 7,450 $905,742 $(184,501) $728,691
Sales of additional shares from
the 950,000 warrants converted
in the prior year - - 51,799 - 51,799
Net loss for the three months ended
March 31, 1999 - - - (27,684) (27,684)
-------- -------- -------- --------- --------
BALANCES,
March 31, 1999 $ - $ 7,450 $957,541 $(212,185) $752,806
======== ======== ======== ========= ========
BALANCES,
January 1, 1998 $ - $ 6,500 $452,214 $ (64,440) $394,274
Sales of additional units from
the 10,000 units issued the
prior year - - 7,900 - 7,900
Costs incurred with the sale of
additional units and prospective
conversion of 950,000 warrants - - (8,531) - (8,531)
Net loss for the three months ended
March 31, 1998 - - - (25,668) (25,668)
-------- -------- -------- --------- --------
BALANCES,
March 31, 1998 $ - $ 6,500 $451,583 $ (90,108) $367,975
======== ======== ======== ========= ========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-21
<PAGE>
MOBILEVEST, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $(27,684) $(25,668)
Adjustments to reconcile net loss to net
cash used in operating activities:
Provision for depreciation 16,860 6,000
Changes in assets and liabilities:
Increase in prepaid insurance (276) -
Increase in deposits - (300)
Increase in accounts payable 1,634 5,936
Increase in accrued expenses 6,373 1,950
Increase in unearned revenue 2,888 -
-------- --------
Net cash used in operating activities (205) (12,082)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Issuance of mortgage notes receivable (38,683) -
Cancellation of mortgage notes receivable 33,397 -
Collections on mortgage notes receivable 1,791 1,109
Payments for purchase of property and equipment - (16,700)
-------- --------
Net cash used in investing activities (3,495) (15,591)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock, net of costs 51,799 (631)
Proceeds from debt issuance - 27,710
Principal payments on debt (25,170) -
-------- --------
Net cash provided by financing activities 26,629 27,079
-------- --------
Net increase in cash 22,929 (594)
CASH, January 1 8,546 2,749
-------- --------
CASH, March 31 $ 31,475 $ 2,155
======== ========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
F-22
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE 1 - ORGANIZATION AND OPERATIONS
Mobilevest, Inc. (the Company) commenced operations on January 1,
1997, and, is located in New Port Richey, Florida. The Company purchases,
owns and operates a number of mobile home communities in Florida. In
addition to the management of such communities, the Company generates
revenue through the rental of lots and the sale of new and used mobile
homes.
During the year, the Company acquired three additional mobile home
communities located in Lake Wales, Florida and Frostproof, Florida. The
acquisitions were financed through additional debt issued by the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Provision for depreciation:
Depreciation is provided for using the straight-line method over
the estimated useful lives for each asset which are as follows:
Park improvements 15-20 years
Buildings 40 years
Mobile homes 40 years
Motor vehicles 5 years
Furniture and fixtures 7-10 years
Machinery and equipment 10 years
Additions and major renewals to property and equipment are
capitalized. Maintenance and repairs are charged to expense when incurred.
The cost and accumulated depreciation of assets sold or retired are removed
from the respective accounts and any gain or loss is reflected in income.
Use of estimates:
The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual amounts could differ from
those estimates.
Cash equivalents:
For purposes of the statements of cash flows, the Company
considers all short-term investments with a maturity of three months or
less when purchased to be cash equivalents.
Unearned revenue:
Tenants are billed and lot space rental earned on a monthly basis.
Lot rental fees received in advance of billings are held as unearned
revenue and recognized when the lot rental has been provided.
Stock based compensation:
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation," encourages, but does not require companies
to record compensation cost for stock-based employee compensation plans at
fair value. The Company has elected to account for stock-based compensation
plans using the intrinsic value method prescribed in Accounting Principles
Board
F-23
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Accordingly, compensation cost for stock options
is measured as the excess, if any, of the quoted market price of the
Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock.
Advertising
The Company follows the policy of charging the cost of advertising
to expense as incurred. Advertising expense amounted to $ 108 and $ 44 for
the three months ended March 31, 1999 and 1998, respectively.
Earnings (loss) per share:
Earning (loss) per share is calculated based on the weighted
average number of common shares outstanding during the year.
Reclassifications:
Certain prior year amounts have been reclassified in order to
conform with the current year presentation.
NOTE 3 - DEBT
<TABLE>
<CAPTION>
1999 1998
-------- -------
<S> <C> <C>
Mortgage note payable to an individual in monthly interest
installments of various amounts ranging from $ 7,583 to
$ 9,750 until January, 2004, at which time the entire principal
balance is due. Collateralized by real property with a net
book value of approximately $ 1,500,000. $1,300,000 $ --
Mortgage note payable to an individual in monthly
installments of $ 9,000 including principal and interest at
9% through September, 2002, at which time the remaining
balance is due. This note is collateralized by real property
with a net book value of approximately $ 1,300,000. 833,952 --
Mortgage note payable to an individual in monthly
installments of $ 3,632 including principal and interest at
8% through December, 2003, at which time the remaining
balance is due. This note is collateralized by real property
with a net book value of approximately $ 839,000. 469,102 474,905
</TABLE>
F-24
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE 3 - DEBT (continued)
<TABLE>
<S> <C> <C>
Mortgage note payable to an individual in monthly
installments of $ 948 including principal and interest at 14%
until May, 2000, at which time the remaining balance is due.
Collateralized by real property with a net book value of
approximately $ 180,000. 79,396 79,642
Mortgage note payable to an individual in monthly
installments of $ 661 including principal and interest at 12%
through November, 2003, at which time the remaining balance
is due. This note is collateralized by real property with a
net book value of approximately $ 839,000. 54,722 55,997
Mortgage note payable to an individual in monthly
installments of $ 573 including principal and interest at 8%
through August, 1999, at which time the remaining balance is
due. Collateralized by real property with a net book value of
approximately $ 839,000. 51,628 54,263
Note payable to an individual including principal and
interest at 16% due in March, 1999, and subsequent to year
end extended until May, 1999. The note is uncollateralized. 48,005 --
Note payable to an individual including principal and
interest at 6% due in August, 1999. The note is
uncollateralized. 33,250 --
Note payable to a bank, payable in monthly installments of
$ 392 including interest at 4.90%, collateralized by a motor
vehicle with a net book value of approximately $ 18,000. 14,774 --
---------- ----------
Less current portion 2,884,829 664,807
173,214 9,959
---------- ----------
$2,711,615 $ 654,848
========== ==========
</TABLE>
F-25
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE 3 - DEBT (continued)
Future debt principal payments in the aggregate are approximately
as follows:
<TABLE>
<CAPTION>
Year ending
March 31 1999 1998
----------- ---------- -----------
<S> <C> <C> <C>
1999 $ -- $ 9,959
2000 179,260 59,650
2001 129,360 87,600
2002 54,760 9,200
2003 734,750 11,800
2004 1,786,700 486,600
Thereafter -- --
</TABLE>
NOTE 4 - MORTGAGE NOTES RECEIVABLE
The Company, in connection with its acquisition of certain
property in exchange for common stock from Southwest Mortgage Corporation
(Note 5), obtained seven mortgage notes receivable aggregating
approximately $ 68,000. Four have remaining balances totaling approximately
$ 28,000 at March 31, 1999.
During the three months ended March 31, 1999, the Company obtained
four additional mortgage notes receivable which have remaining balances of
approximately $ 38,683 at March 31, 1999.
The Company receives monthly payments totaling $ 1,768, including
principal and interest, with interest rates ranging from 6.0% to 14.3%
through July, 2001, and at lesser amounts thereafter until February, 2009.
The Company holds titles to mobile homes as collateral for these notes.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has entered into employment agreements with
stockholders Edgar L. Fox, and Dennis Fox, which are renewable in one year
terms unless terminated. Under the terms of the agreements, they each
receive $ 40,000 per year for their services. Due to a lack of available
funds, a total of $ 12,000 and $ 11,000 in management fees in the three
months ended March 3I, 1999 and 1998, respectively, were paid to them or
entities they own, with the differences waived. Prior to these agreements,
Edgar L. Fox and certain others received common stock in the Company in
exchange for their services.
In addition to the employment agreements mentioned above, the
Company acquired all the assets and liabilities relating to mobile homes
communities of Southwest Mortgage Corporation, a company wholly owned by
Edgar L. Fox, purchasing real property and other assets for approximately
$ 1,079,000 and assumed certain related liabilities of approximately
$ 719,000 in exchange for 1,500,000 shares of common stock.
The balance owed to Southwest Mortgage Corporation is non-interest
bearing and at March 31, 1999 was $ 154,564. A significant portion of the
balance relates to the purchase of a mobile home community located in
Frostproof, Florida. The contract contained a provision that Southwest
Mortgage Corporation (wholly owned by Edgar L. Fox) provide 200,000 shares
of Company common stock it owned. The stock has a two year sale
restriction, after which it may be retained by the seller or repurchased
for a guaranteed price of $ 300,000. $ 200,000 of the repurchase amount is
evidenced by a promissory note given by Mobilevest, Inc. with the remaining
$ 100,000 personally guaranteed by Edgar L. Fox (Note 10).
F-26
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE 6 - PROVISION (CREDIT) FOR INCOME TAXES
Deferred taxes, if applicable, are provided at the combined
effective Federal and state statutory rates on timing differences which
occur when certain income and expense items are recognized at different
times for financial reporting and tax purposes.
The Company accounts for income taxes in accordance with the
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", which requires the recognition of deferred tax liabilities and
assets at currently enacted tax rates for the expected future tax
consequences of events that have been included in the financial statements
or tax returns. A valuation allowance is recognized to reduce the net
deferred tax asset to an amount that is more likely than not to be
realized. The tax provision (credit) shown on the accompanying statement of
operations is zero, and a deferred tax asset of approximately $ 69,000
generated from net operating losses offset in its entirety by a valuation
allowance. Net operating loss carryforwards for both financial reporting
and tax purposes total approximately $ 184,000. The tax losses expire $
64,000 in 2012 and $ 120,000 in 2018.
NOTE 7 - PRIVATE PLACEMENT AND OTHER EQUITY TRANSACTIONS
In April, 1997, the Company began a private placement of it's
common stock, issuing 10,000 units at $ 5 per unit. Each unit consisted of
50 shares of common stock and 95 redeemable stock purchase warrants. The
common stock purchase warrants were exercisable for one share of common
stock at $ 1 per share and were converted in April, 1998 and sold
throughout the year for approximately $ 506,300.
Further, in November, 1998, the Company granted 800,000 options to
purchase common stock at $ .25 per share to certain directors for services
provided. These options can be exercised anytime, with written notice and
payment to the Company, until November, 2003.
NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental Disclosure of Cash Flow Information:
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Cash received during 3 months for -
Interest $ 1,999 $ 1,759
Cash paid during the 3 months for -
Interest $51,113 $15,089
</TABLE>
F-27
<PAGE>
MOBILEVEST, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and 1998
NOTE 9 - GOING CONCERN MATTERS
As reflected in the Company's financial statements the Company has
sustained net operating losses of $ 27,684 and $ 25,668 for the three
months ended March 31, 1999 and 1998, respectively Further, at March 31,
1999, the Company's current liabilities exceeded current assets by
$ 345,802.
The management and owners of the Company are committed to
subsidizing and operating the Company until profitable future operations
can be achieved. In that connection the following actions have been taken:
(1) As of March 31, 1999, the Company's investment banker has
successfully raised $ 654,520 of net proceeds in a Rule
504 Regulation D offering during 1997, 1998 and 1999 (Note
7). Approximately $ 150,000 of this offering remains to be
raised. The Company's investment banker anticipates
completing the offering no later than September 30, 1999.
These proceeds will be used to fund operating losses and
pay the cost of registering the Company's securities with
the Securities and Exchange Commission (SEC).
(2) The Company intends to improve cash flow and profitability
by acquiring other mobile home parks as described in Note
10.
(3) The Company is negotiating with several entities
concerning the private placement of up to $ 5,000,000 in
additional common stock.
(4) The Company has improved and expanded its managerial,
financial and marketing capabilities by hiring a number of
key executives.
NOTE 10 - SUBSEQUENT EVENTS
During March 1999, the Company signed a letter of intent to
acquire eight mobile home parks located in central Florida for
approximately $ 24 million, the transaction to close in September, 1999.
These acquisitions will be accomplished with approximately $ 19 million in
cash, debt issued and Company common stock which will in all cases equal a
valuation of approximately $ 5 million at the closing date.
In connection with this letter of intent, the Company has placed
no deposits with the sellers and has not been granted any exclusive
purchase options. The Company is in the process of investigating the
properties and raising the funds necessary to consummate the transactions
before the expected closing date. Through April, 1999, the Company has
entered into purchase agreements with two of the mobile home parks above
which total approximately $ 2.75 million.
During March 1999, the Company engaged a law firm to prepare the
Form 10SB for the registration of its securities with the SEC. Beginning in
January, 1999, the NASD has required all prospective new listing companies
to become registered with the SEC in order to qualify for listing on the
OTC Bulletin Board exchange. Companies already listed on the exchange were
given deadlines to file a registration statement with the SEC. Although the
Company is not required to register until February, 2000, management has
decided that taking this action early will enable it to progress more
rapidly towards its goal of closing a private placement.
In addition, in May, 1999, the Company issued 200,000 shares of
common stock to Southwest Mortgage Corporation (a stockholder and related
party) and canceled the $ 200,000 promissory note discussed in Note 5.
F-28
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
MOBILEVEST, INC.
Pursuant to the provisions of Sections 607.1003, 607.1006 and 607.1007
of the Florida Business Corporation Act, the undersigned corporation hereby
adopts the following Amended and Restated Articles of Incorporation:
ARTICLE I. CORPORATE NAME
The name of this corporation, hereinafter referred to as the
"Corporation," is MOBILEVEST, INC.
ARTICLE II. PRINCIPAL OFFICE
The principal place of business and mailing address of the Corporation
are:
MOBILEVEST, INC.
5623 U. S. Highway 19, Suite 217
New Port Richey, Florida 34652
ARTICLE III. CAPITAL STOCK
The number of shares of stock that the Corporation is authorized to
have outstanding at any one time is one thousand (1,000) with a par value of
$.001.
Authorized capital stock may be paid for in cash, services, or
property, at a just value to be fixed by the Board of Directors of this
Corporation at any regular or special meeting.
ARTICLE IV. INITIAL REGISTERED AGENT AND OFFICE
The name and address of the initial registered agent are:
Steve Leunes
4821 U. S. Highway 19, Suite #4
New Port Richey, Florida 34652
<PAGE>
ARTICLE V. INCORPORATORS
The name and street address of the incorporator to these Articles of
Incorporation are:
Steve Leunes
4821 U. S. Highway 19, Suite #4
New Port Richey, Florida 34652
ARTICLE VI. PURPOSE
The purpose of the Corporation is to engage in any and all lawful
business for which corporations may be organized under the laws of the State of
Florida and the laws of the United States.
ARTICLE VII. DIRECTORS
The powers of the incorporator are to terminate upon the filing of
these Articles of Incorporation and the names and mailing addresses of the
persons who are to serve as directors until the first meeting of stockholders or
until their successors are elected and qualify are as follows:
Edgar L. Fox
5623 U. S. Highway 19, Suite 217
New Port Richey, Florida 34652
Dennis Fox
5623 U.S. Highway 19, Suite 217
New Port Richey, Florida 34652
David Black
5623 U. S. Highway 19, suite 217
New Port Richey, Florida 34652
ARTICLE VIII. PREEMPTIVE RIGHTS
The Corporation elects to have preemptive rights.
ARTICLE IX. AMENDMENT
These Articles of Incorporation may be amended in the manner provided
by law.
The undersigned has executed these Articles of Incorporation this 29th
day of March, 1995.
/s/
------------------------------------
Steve Leunes, Incorporator
<PAGE>
ACCEPTANCE BY REGISTERED AGENT
Having been named Registered Agent and designated to accept Service of
Process for the above stated Corporation, at the place designated herein, I am
familiar with the obligations of my position as Registered Agent and I hereby
agree to act in this capacity, and to comply with the provisions of all statutes
relative to the proper and complete performance of my duties.
Dated: March 29, 1995 /s/
------------------------------------
Steve Leunes, Registered Agent
Exhibit 3.2
AMENDMENT TO ARTICLES OF INCORPORATION
OF
MOBILEVEST, INC.
The undersigned, being a director, shareholder and officer of
MOBILEVEST, INC., a Florida Corporation, hereby amends said Articles of
Incorporation dated March 29,1995, as follows, in accordance with Florida
Statute Sections 607.1005 and 607.1006:
ARTICLE III
1. The Corporation shall have the authority to issue Fifty Million
(50,000,000) shares of Common Stock at $.001 par value, and Five Million
(5,000,000) shares of Preferred Stock at $1.00 par value.
2. Other than hereinabove set forth, said Articles of Incorporation as
originally adopted, shall remain in full force and effect.
IN WITNESS WHEREOF, the following individual being a director,
shareholder, and officer of the Corporation adopted the Amendment without
shareholder action as same was not required, and executed this Amendment to the
Articles of Incorporation, this 20th day of June, 1997.
MOBILEVEST, INC.
By: /s/ Edgar L. Fox
--------------------------------
Director
<PAGE>
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, the undersigned authorized to take acknowledgments in the
State and County set forth above, personally appeared EDGAR L. FOX, Director of
Mobilevest, Inc., a Florida corporation, and is personally known to me to be the
person who executed the foregoing Amendment to Articles of Incorporation, and
who acknowledged before me that he executed said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in
the County and State aforesaid, this 20th day of June, 1997.
/s/ Deborah Fischer Moraitis
------------------------------------
Notary Public, State of Florida
My Commission expires: 2/9/01
(SEAL)
Exhibit 3.3
CORPORATE BY-LAWS FOR
MOBILEVEST, INC.
ARTICLE 1. CORPORATE OFFICE
The corporation's principal office shall be located in the city of New
Port Richey, county of Pasco, in the state of' Florida. Various offices may
exist for the corporation, either within or outside Florida, as the board of
directors may designate or as the business of the corporation may require.
ARTICLE 2. MEETINGS OF THE SHAREHOLDERS
a. MEETINGS. The annual meeting of the shareholders
shall be on the 14th day of April, 1996 at 1:00 o'clock p m.
The purpose of the meeting shall be to elect directors and
transact such business as may be deemed necessary. Meetings of
the shareholders shall be at the principal place of business
of the corporation or at a place designated by the board of
directors. If the day fixed for the annual meeting shall be a
legal holiday in the state of Florida, then the meeting shall
be held on the first business day thereafter.
b. SPECIAL MEETINGS. The president, board of directors
or a written request by the shareholders may initiate a
special meeting for the shareholders. A written request must
be by the holders of not less than 10% of all shares entitled
to vote at the meeting. A meeting requested by the
shareholders shall be called for, at a date not less than 14
or more than 60 days after the request is made, unless the
shareholders requesting the meeting designate a later date.
The secretary shall issue the notice of the special meeting
unless another person is designated to do so.
c. NOTICE OF MEETING. The president, secretary, officer
or director of the corporation may give notice of a meeting.
This notice must be in written -form and must state the place,
day and hour of the meeting and in the case of a special
meeting must state the purpose for which the meeting is
called. If mailed, the notice must be addressed to the
shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid. Such
notice shall be deemed to be delivered when deposited in the
United States mail.
d. NOTICE OF AN ADJOURNED MEETING. When a meeting is
adjourned to another time or place, it will not be necessary
to give any notice of the adjourned meeting provided that the
time and place to which the meeting is adjourned is announced
at the meeting at which the adjournment is taken. At such
adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If a
new record date is set by the board of directors, other than
the new date given at the meeting that was adjourned, written
notice must be given as stated in Section 2, Articles II.
<PAGE>
e. QUORUM. A quorum at a meeting of shareholders shall
be constituted by the majority of the shares entitled to vote,
represented in person or by proxy. The affirmative vote of a
majority of the shares represented at the meeting and entitled
to vote shall constitute a binding act unless otherwise
provided by law.
f. PROXY. Every shareholder, entitled to vote at a
meeting of shareholders, may authorize another person or
persons to act for him by proxy. All proxies must be executed
in writing by the shareholder or his duly authorized
attorney-in-fact, and must be filed with the secretary of the
corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
g. VOTING OF SHARES. Subject to the provisions of these
By-laws, each outstanding share entitled to vote at specified
meetings, shall have the right to one vote, in person or by
proxy, upon each matter submitted to a vote at the
shareholder's meeting.
h. ACTION TAKEN BY SHAREHOLDERS WITHOUT A MEETING. Any
action, within the laws of the corporation, may be taken
without prior notice of a meeting or without a vote, provided
that a written consent setting forth the action so taken, is
signed by the shareholders who are entitled to vote in the
corporation, and whose votes would be necessary to authorize
or take such action at a said meeting.
ARTICLE 3. BOARD OF DIRECTORS
4. POWERS. The board of directors shall manage the business of
the corporation and exercise its corporate powers.
a. NUMBER OF DIRECTORS AND THEIR TERMS. There shall be a
minimum number of directors for the corporation. Each director
shall be elected at the annual shareholder's meeting, and
shall hold office until the next annual meeting of
shareholders and until his successor is elected and qualified.
b. VACANCIES. A qualified person may be appointed to
fill a vacancy on the board of directors but only by an
affirmative vote of the majority of the remaining directors.
The incoming director shall hold office for the rest of the
term and until his successor is elected and qualified.
c. RESIGNATIONS. Resignations may be given by a director
of the corporation at any time during of his term. Written
notice must be filed with the secretary or president of the
corporation; and unless otherwise specified in the notice,
said resignation shall take effect upon receipt thereof and
acceptance of the resignation shall not be necessary to make
it effective.
<PAGE>
d. REMOVAL OF DIRECTORS. Any and all of the directors
may be removed with or without cause by a vote of the majority
of holders of stock who are authorized to vote at an election
of directors.
e. NOTICES. A written notice for any and all meetings
must be given within 5 days. This notice must be in written
form and must state the place, day and hour of the meeting and
in the case of a special meeting must state the purpose for
which the meeting is called. If mailed, the notice must be
addressed to the director at his address as it appears on the
records of the corporation, with postage thereon prepaid. Such
notice shall be deemed to be delivered when deposited in the
United States mail.
f. ANNUAL MEETINGS. The board of directors shall
designate the place, time and date of their meeting. Notices
of said meeting must be sent to all directors unless stated at
the previous meetings where all directors are present.
g. SPECIAL MEETINGS. Special meetings of the board shall
be held upon notice to the directors and may be called by the
president upon a 5 day notice to each director either
personally or by mail as stated in Article III Section 6.
Notice of a meeting need not be given to any director who
submits a waiver of notice whether before or after the
meeting.
h. QUORUM. A majority of the directors shall constitute
a quorum for the transaction of business. If at any meeting of
the board there shall be less than a quorum present, a
majority of those present may adjourn the meeting.
i. ACTION TAKEN WITHOUT A MEETING. Any action that may
be taken by the board of directors at a meeting, may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by
all the directors.
j. COMPENSATION. The board of directors shall have the
authority to fix a rate to reasonably compensate the board of
directors.
ARTICLE 5. CORPORATE OFFICERS
a. OFFICES AND ELECTIONS. The board of directors shall
elect the president, vice-president, secretary and treasurer
for the corporation. Other officers or assistant officers may
be elected when deemed necessary. These officers shall serve a
term of one year, and will hold office until their successor
is elected and qualified. The officers for the corporation
shall be appointed at the annual meeting of the board. Any two
or more offices may be held by the same person.
<PAGE>
b. VACANCIES. In the event of death, resignation or
removal of an officer from office, the board of directors
shall appoint a successor to fill the open term. Any officer
elected or appointed by the board may be removed by the board
with or without cause. This action must be preceded by a vote
from the board unless otherwise approved by the shareholders.
c. DUTIES.
i. PRESIDENT: Shall be the corporate chief
executive officer, shall have general and active
management of the business and its affairs; shall be
subject to the direction of the board of directors,
and shall in general supervise and control all of the
business and affairs of the corporation. He shall be
present at 911 meetings of the shareholders and of
the board of directors.
ii. VICE-PRESIDENT: In the event of the
president's absence or inability or refusal to act as
president, the vice-president shall perform all the
powers of and be subject to all the restrictions upon
the elected president. In general perform all of the
duties required of the office of vice-president and
such duties ab from time to time that may be assigned
by the president or board of directors.
iii. SECRETARY: Shall maintain and keep record of
all corporate papers excluding the financial records.
Shall record the minutes of all corporate meetings
and shall send notices of meetings to those deemed
appropriate. In general to perform all of the duties
required of the office of secretary and such other
duties as from time to time may be assigned by the
president or board of directors.
iv. TREASURER: Shall maintain and keep record of
all corporate financial papers and records. Shall
keep full and accurate accounts of receipts and
disbursements and render account reports at the
annual meeting of the shareholders, and whenever
required by the president or board of directors. In
general to perform all of the duties required of the
office of treasurer and such other duties as from
time to time may be assigned by the president or
board of directors.
d. SALARIES. The board of directors shall have the
authority to fix a rate to reasonably compensate the corporate
officers.
ARTICLE 6. STOCK CERTIFICATES
a. ISSUANCE. Certificates of shares shall be issued to
every holder of shares for that which he is entitled.
Certificates must be paid in full before
<PAGE>
issuance can take place. Corporate certificates of shares must
be signed by the president and secretary and must be sealed
with the corporate seal.
b. TRANSFER OF SHARES. Transfer of shares of the
corporation shall be made only on the stock transfer book of
the corporation, by the holder of record or by his legal
representative, who shall furnish proper evidence or authority
to transfer said shares. The person in whose name shares stand
on the corporate transfer ledger shall be deemed to be the
owner thereof for all purposes.
c. LOST, STOLEN OR DESTROYED CERTIFICATES. If
certificates of shares are claimed to be lost, stolen or
destroyed, a new certificate shall be issued upon receipt of
proper affidavit. The affidavit must reflect ownership of the
person claiming the certificate and state how the certificate
was lost. Upon deposit of a bond or other indemnity in such
amount decided by the board of directors and at their
discretion, the certificate of stock shall be replaced.
ARTICLE 7. CORPORATE RECORDS AND BOOKS
a. RESPONSIBILITIES. The corporation shall maintain
through its officers accurate and accountable books, records
and minutes of all the board of directors, shareholders and
officers' meetings. The corporation is responsible for keeping
its principal corporate address and its registered agent
office available and current to all directors and
shareholders. A record, which shall be kept at the corporate
office, shall list names, addresses and amounts of purchased
stock shares of all directors, shareholders and officers of
the corporation.
b. SHAREHOLDER'S INSPECTION RIGHTS. The holder of record
of shares or of voting trust certificates of at least 5% of
the outstanding shares of the corporation, shall be allowed to
examine, at a reasonable time, in person or by agent or by an
attorney, the corporate books and records of accounts, minutes
and records of shareholders and make extracts thereof.
c. FINANCIAL RECORDS. Four months after the close of
each corporate fiscal year, the corporation shall prepare a
balance sheet and a profit and loss statement showing in
reasonable detail the financial condition of the corporation.
Upon written request, the corporation shall issue to any
shareholder or holder of voting trust certificates of shares
in the corporation, a copy of the most recent balance sheet
and profit and loss statement, showing in reasonable detail
the financial condition of the corporation. These records
shall be filed in the corporate office and shall be kept on
file for a minimum of 5 years and may be subject to inspection
during business hours
<PAGE>
by any shareholder or holder of voting trust certificates, in
person or by an appointed agent.
d. DIVIDENDS. Dividends may be declared by the board of
directors on its shares in property, cash or its own shares,
except when the corporation is insolvent or when payment of
said dividends would render the corporation insolvent.
ARTICLE 8. FISCAL YEAR
The corporation's fiscal year shall begin with the first day of January
in each year.
ARTICLE 9. AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by the board of directors at any regular or special meeting of the
board of directors.
Exhibit 10.1
WARRANTY DEED
This Warranty Deed, made the 30th day of June, 1997, by SOUTHWEST
MORTGAGE CORPORATION, a Florida corporation, whose post office address is 5623
U.S. Highway 19, Suite 217, New Port Richey, Florida 34652, hereinafter called
the Grantor, to MOBILEVEST, INC., whose post office address is 5623 U.S. Highway
19, Suite 217, New Port Richey, Florida 34652, hereinafter called the Grantee.
(Wherever used herein the term "Grantee" and "Grantor" include all the parties
to this instrument and the heirs, legal representatives, and assigns of
individuals, and the successors and assigns of corporations, wherever the
context so admits or requires.)
WITNESSETH, That the Grantor, for and in consideration of the sum of
Ten Dollars ($10.00), and other valuable considerations, receipt whereof is
hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases,
conveys and confirms unto the Grantee all that certain land situate in Highlands
County, State of Florida.
LOTS 2, 3, 4, 5, 15, 16, 23, 25, 26, 30, 31, 32, 35, 37, 39 and 40, of
BARNETTE ESTATES, an unrecorded Subdivision, being more particularly
described in the Public Records of Citrus County, Florida.
FOR A COMPLETE LEGAL DESCRIPTION OF EACH INDIVIDUAL LOT, SEE
THE ATTACHED EXHIBITS ATTACHED HERETO AND MADE A PART THEREOF.
Subject to all reservations, easements, restrictions and assessments of
record, if any.
TOGETHER, with all tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that the Grantor is
lawfully seized of said land in fee simple, that the grantor has good right and
lawful authority to sell and convey said land, and hereby warrants the title to
said land and will defend the same against the lawful claims of all persons
whomsoever; and that said land is free of all encumbrances, except taxes
accruing subsequent to December 31, 1998.
<PAGE>
IN WITNESS WHEREOF, the said Grantor has signed and sealed these
presents the day and year first above written
Signed, sealed and delivered SOUTHWEST MORTGAGE CORPORATION, a
in the presence thereof: Florida corporation
/s/ Lori Witherspoon /s/ E.L. Fox
- ------------------------------- ---------------------------------
Witness 6505 Belle Terre Road E.L. Fox, PRESIDENT
New Port Richey, FL 5623 U.S. 19, Suite 217
New Port Richey, FL 34652
Lori Witherspoon
- -------------------------------
Printes name
/s/ Christine M. Keirenicsis
- -------------------------------
Witness 4538 Bartlett Road
Holiday, Florida 34653
Christine M. Keirenicis
- -------------------------------
Printed Name
STATE OF FLORIDA
COUNTY OF PASCO
HEREBY CERTIFY that on this day, before me, an officer duly authorized
to administer oaths and take acknowledgments, personally appeared, E.L. Fox,
President of Southwest Mortgage Corporation, a Florida corporation, known to me
to be the person described in and who executed the foregoing instrument, who
acknowledged before me that he executed the same, and an oath was not taken,
personally known to me.
WITNESS my hand and official seal in the County and State last
aforesaid this 30th day of June, 1997.
Delores K. Witherspoon
- -------------------------------
Notary Public, State of Florida
My Commission Expires:
1/30/98
Bonded by Service Ins.
No. CC330467
<PAGE>
BUYER'S CLOSING STATEMENT
BUYER: Mobilevest, Inc.
SELLER: Southwest Mortgage Corporation
CLOSING DATE: 07/30/97
PROPERTY: Barnette Estates, 16 lots, Citrus Cty
<TABLE>
<CAPTION>
Charge Credit
------ ------
<S> <C> <C>
Contract Sales Price 180,000.00
Transfer of equity 180,000.00
Recording: Deed $78.00; Mtg. $0.00; Release $0.00
(out of the total) 78.00
Documentary Stamps on Deed 1,260.00
Payment of 1995 Property Taxes - July Amt 1,785.55
Payment of 1996 Property Taxes - July Amt 1,586.33
SUBTOTALS: 184,709.88 180,000.00
AMOUNT DUE FROM BUYER: 4,709.88
TOTALS: 184,709.88 184,708.88
</TABLE>
Buyer approves this closing statement and directs disbursement of all
funds according to it.
<PAGE>
WARRANTY DEED
This Warranty Deed, made the 30th day of June, 1997, by SOUTHWEST
MORTGAGE CORPORATION, a Florida corporation, whose post office address is 5623
U.S. Highway 19, Suite 217, New Port Richey, Florida 34652, hereinafter called
the Grantor, to MOBILEVEST, INC., whose post office address is 5623 U.S. Highway
19, Suite 217, New Port Richey, Florida 34652, hereinafter called the Grantee.
(Wherever used herein the term "Grantee" and "Grantor" include all the parties
to this instrument and the heirs, legal representatives, and assigns of
individuals, and the successors and assigns of corporations, wherever the
context so admits or requires.)
WITNESSETH, That the Grantor, for and in consideration of the sum of
Ten Dollars ($10.00), and other valuable considerations, receipt whereof is
hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases,
conveys and confirms unto the Grantee all that certain land situate in Highlands
County, State of Florida.
All of Lot Forty Four (44), of Lake View Park Tract, Section 33,
Township 34 South, Range 29 East, as per plat recorded in Transcript
Book, page 11, of the Public Records of Highlands County, Florida; and
in Plat Book 3, page 4, of the Public Records of DeSoto County, Florida
(of which Highlands County was formerly a part). Being one and the same
legal as described in Official Records Book 1129, page 1556, and in
O.R. Book 1129, page 1558, and in O.R. Book 1129, page 1560, of the
Public Records of Highlands County, Florida.
Subject to a mortgage deed as recorded in Official Records Book 1240,
at page 1289 and modified in Official Records Book 1307, at page 865,
of the Public Records of Highlands County, Florida. (Balance of
$400,000.00)
Subject to all reservations, easements, restrictions and assessments of
record, if any.
TOGETHER, with all tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that the Grantor is
lawfully seized of said land in fee simple, that the grantor has good right and
lawful authority to sell and convey said land, and hereby warrants the title to
said land and will defend the same against the lawful claims of all persons
whomsoever; and that said land is free of all encumbrances, except taxes
accruing subsequent to December 31, 1998.
<PAGE>
IN WITNESS WHEREOF, the said Grantor has signed and sealed these
presents the day and year first above written
Signed, sealed and delivered SOUTHWEST MORTGAGE CORPORATION, a
in the presence thereof: Florida corporation
/s/ Lori Witherspoon /s/ E.L. Fox
- ------------------------------- ---------------------------------
Witness 6505 Belle Terre Road E.L. Fox, PRESIDENT
New Port Richey, FL 5623 U.S. 19, Suite 217
New Port Richey, FL 34652
Lori Witherspoon
- -------------------------------
Printes name
/s/ Christine M. Keirenicsis
- -------------------------------
Witness 4538 Bartlett Road
Holiday, Florida 34653
Christine M. Keirenicis
- -------------------------------
Printed Name
<PAGE>
BUYER'S CLOSING STATEMENT
BUYER: Mobilevest, Inc.
SELLER: Southwest Mortgage Corporation
CLOSING DATE: 07/30/97
PROPERTY: Lot 44, Lake View Park Tract
<TABLE>
<CAPTION>
Charge Credit
------ ------
<S> <C> <C>
Contract Sales Price 875,000.00
Transfer of equity 875,000.00
Recording: Deed $78.00; Mtg. $0.00; Release $0.00
(out of the total) 10.50
Documentary Stamps on Deed 1,400.00
Payment of 1995 Property Taxes - July Amt 6,125.00
Payment of 1996 Property Taxes - July Amt 11,945.49
SUBTOTALS: 894,480.99
----------
AMOUNT DUE FROM BUYER: 19,480.99
TOTALS: 894,480.99 894,480.99
</TABLE>
Buyer approves this closing statement and directs disbursement of all
funds according to it.
<PAGE>
CONTRACT FOR SALE AND PURCHASE
PARTIES: MARY STEWART ("Seller"), of CLINCH LAKE PARKS, FROSTPROOF, FLORIDA
(Phone) ____________ and MOBILEVEST INC. ("Buyer") of 5623 U.S. 19, SUITE 217,
NEW PORT RICHEY, FLORIDA 34652 (Phone) 727-845-8596 hereby agree that Seller
shall sell and Buyer shall buy the following described Real Property and
Personal Property (collectively "Property") upon the following terms and
conditions, which include Standards for Real Estate Transactions ("Standard(s)")
on the reverse side hereof or attached hereto and riders and addenda to this
Contract for Sale and Purchase ("Contract").
10. DESCRIPTION:
a. Legal description of the Real Property located
in POLK County, Florida:
TWO ADULT MOBILE HOME PARKS, CONSISTING OF 145
spaces, 88 MH Spaces and 57 R.V. spaces, see exhibit
"A" for legal description
b. Street address, city, zip, of the Property is:
CINCH LAKE, FROSTPROOF, FLORIDA
c. Personal Property: ALL PERSONAL PROPERTY
RELATIVE TO OPERATION AND MAINTENANCE OF TWO
PARKS, INCLUDING BUT NOT LIMITED TO OFFICE
EQUIPMENT, MOWERS, WASTE WATER TREATMENT PLANT
ECT.
11. PURCHASE PRICE:..............................................$1,200,000
----------
PAYMENT:
a. Deposit held in escrow by ATTY DONALD B. McKAY
(see addendum) in the amount of.....................$ 5,000
----------
b. Additional escrow deposit to be made within
-0- days after Effective Date (as defined in
Paragraph 111) in the amount of.....................$ -0-
----------
c. Subject to AND assumption of existing mortgage in
good standing in favor of N/A N/A having an
approximate present principal balance of............$
----------
d. Purchase money mortgage and note to Seller (see
addendum) in the amount of WRAP.....................$ 850,000
----------
<PAGE>
e. Other: SEE ADDENDUM FOR TERMS.................$ 250.000
----------
f. Balance to close by U.S. cash, LOCALLY DRAWN
certified or cashier's check or third-party loan,
subject to adjustments or prorations................$ 95,000
----------
12. TIME FOR ACCEPTANCE OF, OFFER; EFFECTIVE DATE, FACSIMILE: If this offer
in not executed by and delivered to all parties OR FACT OF EXECUTION
communicated In writing between the parties on or before JULY 29, 1998,
the deposit(s) will, at Buyer's option, be returned and this offer
withdrawn. The date of Contract ("Effective Date") will be the date
when the last one of the Buyer and Seller has signed this offer. A
facsimile copy of this Contract and any signatures hereon shall be
considered for all purposes as originals.
13. FINANCING: The existing mortgage described in Paragraph II(c), above,
has (CHECK ONLY ONE): |_| a variable interest rate; or |_| a fixed
interest rate of N/A % per annum. At time of title transfer, some fixed
interest rates are subject to increase; if increased, the rate shall
not exceed N/A % per annum. Seller shall, within N/A days after
Effective Date, furnish a statement from each mortgagee stating the
principal balance, method of payment, interest rate and status of
mortgage. If Buyer has agreed to assume a mortgage which requires
approval of Buyer by the mortgagee for assumption, then Buyer shall
promptly obtain the necessary application and diligently complete and
return it to the mortgagee. Any mortgaged charge(s) not to exceed $ N/A
shall be paid by Buyer, If Buyer is not accepted by mortgagee or the
requirements for assumption are not in accordance with the terms of
this Contract or mortgagee makes a charge in excess of the stated
amount, Seller or Buyer may rescind this Contract by written notice to
the other party, unless either elects to pay the increase in interest
rate or excess mortgage charges.
14. TITLE EVIDENCE: At least 15 days before closing date, but no earlier
than 15 days after Seller receives written notification that Buyer has
obtained the loan commitment or has been approved for the loan
assumption as provided in Paragraphs IV(a) or (b), above, or, if
applicable, waived the financing requirements, (CHECK ONLY ONE): |_|
Seller shall, at Seller's, expense, deliver to Buyer or Buyer's
attorney; or |_| Buyer shall at Buyer's expense obtain (CHECK ONLY
ONE): |_| abstract of title; or |X| title insurance commitment (with
legible copies of instruments listed as exceptions attached thereto)
and, after closing, an owner's policy of title insurance.
15. CLOSING DATE: This transaction shall be closed and the deed and other
closing papers delivered on AUGUST 31, 1998, unless modified by other
provisions of this Contract.
16. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject
to: comprehensive land use plans, zoning, restrictions, prohibitions
and other
<PAGE>
requirements imposed by governmental authority; restrictions and
matters appearing on the plat or otherwise common to the subdivision;
public utility easements of record (easements are to be located
contiguous to Real Property lines and not more than 10 feet in width as
to the rear or front lines and 7-1/2 feet in width as to the side
lines, unless otherwise stated herein); taxes for year of closing and
subsequent years; assumed mortgages and purchase money mortgages, if
any (if additional items, see addendum); provided, that there exists at
closing no violation of the foregoing and none prevent use of the
Property for MOBILE HOME PARK purpose(s).
17. OCCUPANCY: Seller warrants that there are no parties in occupancy other
than Seller; but if Property is intended to be rented or occupied
beyond closing, the fact and terms thereof and the tenant(s) or
occupants shall be disclosed pursuant to Standard F. Seller shall
deliver occupancy of Property to Buyer at time of closing unless
otherwise stated herein. If occupancy is to be delivered before
closing, Buyer assumes all risks of loss to Property from date of
occupancy, shall be responsible and liable for maintenance from that
date, and shall be deemed to have accepted Property in its existing
condition as of time of taking occupancy unless otherwise stated
herein.
18. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions, riders and addenda shall control all printed provisions of
this Contract in conflict with them.
19. RIDERS: (CHECK those riders which are applicable AND are attached to
this Contract):
a. |_| COASTAL CONSTRUCTION CONTROL LINE
b. |_| CONDOMINIUM
c. |_| FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT
d. |_| VA/FHA
e. |_| INSULATION
f. |_| "AS IS"
g. |_| HOMEOWNERS' ASSOCIATION DISCLOSURE
h. |_| RESIDENTIAL LEAD-BASED HAZARD DISCLOSURE
i. |X| SEE ADDENDUM
20. ASSIGNABILITY: (CHECK ONLY ONE): Buyer |_| may assign and thereby be
released from any further liability under this Contract; |_| may assign
but not be released from liability under this Contract; or |X| may not
assign this Contract.
21. DISCLOSURES:
a. Radon is a naturally occurring radioactive gas that
when accumulated in a building in sufficient
quantities may present health risks to persons who
are exposed to it over time. Levels of radon that
exceed
<PAGE>
federal and state guidelines have been found in
buildings in Florida. Additional information
regarding Radon or Radon testing may be obtained from
your County Public Health Unit.
b. Buyer may have determined the energy efficiency rating of the
residential building, if any is located on the Real Property.
c. It the Real Property includes pre-1978 residential housing
then Paragraph X (h) is mandatory.
22. MAXIMUM REPAIR COSTS: Seller shall not be responsible for payments
in excess of:
a. $ NONE for treatment and repair under Standard D (if blank,
then 2% of the Purchase Price).
b. $ NONE for repair and replacement under Standard N (if blank,
then 3% of the Purchase Price).
23. SPECIAL CLAUSES; ADDENDA: If additional terms are to be provided,
attach addendum and CHECK HERE |_|.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE
FLORIDA BAR.
Approval does not constitute an opinion that any of the terms and conditions in
this Contract should be accepted by the parties in a particular transaction.
Terms and conditions should be negotiated based upon the respective interests,
objectives and bargaining positions of all interested persons.
COPYRIGHT 1995 BY THE FLORIDA BAR
AND THE FLORIDA ASSOCIATION OF REALTORS
<TABLE>
<S> <C> <C> <C>
MOBILEVEST INC. 7/27/98 MARY STEWART 7/31/98
--------------------- ---------- ---------------- ----------
(Buyer) (Date) (Seller) (Date)
Social Security or Tax I.D. # 59 304 8510 Social Security or Tax I.D. # ###-##-####
----------- -----------
/s/ Edgar L. Fox 7/27/98 /s/ Mary Stewart 7/31/98
- ------------------------------ ---------- ----------------------- ----------
Edgar L. Fox, President, Buyer (Date) (Seller) (Date)
Social Security or Tax I.D. # Social Security or Tax I.D. #
----------- -----------
</TABLE>
<PAGE>
Deposit under Paragraph II(a) received; IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE. (Escrow Agent)
BROKER'S FEE: The brokers named below, including listing and cooperating
brokers, are the only brokers entitled to compensation in connection with this
Contract:
Name:
Listing Broker Cooperating Brokers, if any
<PAGE>
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
This is an addendum to that Contract for Sale and Purchase dated July
24, 1998, between MARY STEWART, hereafter referred to as the "Seller" and
MOBILEVEST, INC., and Edgar L. Fox, individually, hereafter referred to as the
"Buyer" for that property known as Clinch Lake Mobile Home Park, Frostproof,
Polk County, Florida.
WHEREAS, the Seller desires to sell said real property and Buyer
desires to offer this Purchase Agreement, Buyer and Seller agree to the
following addendum:
i. The contract is subject to the following, which shall occur
within fifteen (15) days from the date that the last of the
parties execute the contract and this addendum.
(1) An on site inspection of the property.
(2) A review of the financial records of Clinch Lake
Mobile Home Parks and approval of same by Buyer.
(3) The Seller is to furnish to the Buyer an inventory
of all personal property, equipment and vehicles
pertinent to the operation of the Park.
(4) Verification that the drinking water and Waste
Water Treatment Plants comply with and conform to all
applicable regulatory standards and ordinances.
(5) A review and copy of an existing survey and any
mortgages or encumbrances against the property.
(6) Receipt and review of Park Prospectus and a review
of documents which reflect the income and revenues
generated.
ii. The $5,000.00 (Five Thousand Dollar) earnest money deposit
will be put in escrow upon the acceptance of the contract and
addendum by both parties.
iii. At closing, the $5,000.00 (Five Thousand Dollar) escrow
deposit, plus the $95,000.00 (Ninety-five Thousand Dollar)
balance due, shall be paid to Seller.
iv. Buyer shall deliver to Sellers an $850,000.00 (Eight
Hundred and Fifty Thousand Dollar) wrap-around mortgage, with
an interest rate of nine percent (9%) on a one hundred and
sixty-five (165) month amortization
<PAGE>
schedule, with a monthly payment of $9,000.00 (Nine Thousand
Dollars). Mortgage shall balloon in four (4) years with no
penalty for prepayment before that time.
v. Buyer shall also deliver to Seller, one (1) year from the
closing date, an additional $50,000.00 (Fifty Thousand
Dollars) in cash, bearing an annual interest rate of six
percent (6%).
vi. Buyer shall deliver to Seller 200,000 shares of Mobilevest,
Inc., stock, selling on the NASDAQ exchange. This stock is
restricted for two (2) years. At the end of two (2) years,
Seller has the option to keep the stock or Buyer will
guarantee a purchase a buy-out of ($300,000.00) Three Hundred
Thousand Dollars.
vii. Seller shall complete all survey and plot plans presently
in progress that are required for licensing. Upon completion,
Buyer shall be provided with copies.
viii. At closing the Buyer agrees to bear the cost of documentary
stamps and title insurance. The amount of which may be reduced
by the Buyer from the amount due the Seller in 15 above.
The parties acknowledge that the tenants in the Parks herein to be
conveyed pay rent on month-to-month basis and, therefore, there shall be no
proration of rents at closing.
ix. At closing the Buyer shall execute a purchase money
mortgage with standard wraparound provisions.
x. The parties acknowledge that the property is presently
encumbered by a first mortgage delivered by Arlene P. Goodwin
to American Bank and Trust of Polk County, together with a
purchase money second mortgage from Hugh Stewart, Sr., Trustee
to Arlene P. Goodwin. Buyer shall indemnify and hold the
Seller harmless from any and all damages, including costs and
attorney fees which the Seller might incur as a result of a
declaration of default and an institution of foreclosure, or
other proceedings due to the transfer of the property by the
Seller to the Buyer.
xi. At closing, Edgar L. Fox, a single man, shall execute a
document personally guaranteeing the Buyer's obligations and
liabilities to the Seller.
xii. All provisions of the Contract for Sale and Purchase not
specifically amended herein, shall remain in full force and
effect as noted therein.
xiii. This Addendum, upon its execution by both parties, is
herewith made an integral part of the aforementioned Contract.
Exhibit 10.2
CONTRACT FOR SALE AND PURCHASE
PARTIES: MARY STEWART ("Seller"), of CLINCH LAKE PARKS, FROSTPROOF, FLORIDA
(Phone)______________ and MOBILEVEST INC. ("Buyer") of 5623 U.S. 19, SUITE 217,
NEW PORT RICHEY, FLORIDA 34652 (Phone) 727-845-8596 hereby agree that Seller
shall sell and Buyer shall buy the following described Real Property and
Personal Property (collectively "Property") upon the following terms and
conditions, which include Standards for Real Estate Transactions ("Standard(s)")
on the reverse side hereof or attached hereto and riders and addenda to this
Contract for Sale and Purchase ("Contract").
I. DESCRIPTION:
(a) Legal description of the Real Property located in POLK County,
Florida: TWO ADULT MOBILE HOME PARKS, CONSISTING OF 145 spaces, 88
MH Spaces and 57 R.V. spaces, see exhibit "A" for legal description
(b) Street address, city, zip, of the Property is: CINCH LAKE,
FROSTPROOF, FLORIDA
(c) Personal Property: ALL PERSONAL PROPERTY RELATIVE TO OPERATION AND
MAINTENANCE OF TWO PARKS, INCLUDING BUT NOT LIMITED TO OFFICE
EQUIPMENT, MOWERS, WASTE WATER TREATMENT PLANT ECT.
<TABLE>
<S> <C>
II. PURCHASE PRICE:.............................................................$1,200,000
PAYMENT:
(a) Deposit held in escrow by ATTY DONALD B. McKAY
(see addendum) in the amount of .......................................$ 5,000
----------
(b) Additional escrow deposit to be made within -0- days after
Effective Date (as defined in Paragraph 111) in the amount of..........$ -0-
---------
(c) Subject to AND assumption of existing mortgage in good
standing in favor of N/A
N/A having an approximate present principal balance of .............$
----------
(d) Purchase money mortgage and note to Seller (see addendum)
in the amount of WRAP .............................................$ 850,000
(e) Other: SEE ADDENDUM FOR TERMS .....................................$ 250.000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(f) Balance to close by U.S. cash, LOCALLY DRAWN certified or
cashier's check or third-party loan, subject to adjustments
or prorations .........................................................$ 95,000
----------
</TABLE>
III. TIME FOR ACCEPTANCE OF, OFFER; EFFECTIVE DATE, FACSIMILE: If this offer
in not executed by and delivered to all parties OR FACT OF EXECUTION
communicated In writing between the parties on or before JULY 29, 1998,
the deposit(s) will, at Buyer's option, be returned and this offer
withdrawn. The date of Contract ("Effective Date") will be the date when
the last one of the Buyer and Seller has signed this offer. A facsimile
copy of this Contract and any signatures hereon shall be considered for
all purposes as originals.
IV. FINANCING: The existing mortgage described in Paragraph II(c), above,
has (CHECK ONLY ONE): o a variable interest rate; or o a fixed interest
rate of N/A % per annum. At time of title transfer, some fixed interest
rates are subject to increase; if increased, the rate shall not exceed
N/A % per annum. Seller shall, within N/A days after Effective Date,
furnish a statement from each mortgagee stating the principal balance,
method of payment, interest rate and status of mortgage. If Buyer has
agreed to assume a mortgage which requires approval of Buyer by the
mortgagee for assumption, then Buyer shall promptly obtain the necessary
application and diligently complete and return it to the mortgagee. Any
mortgaged charge(s) not to exceed $ N/A shall be paid by Buyer, If Buyer
is not accepted by mortgagee or the requirements for assumption are not
in accordance with the terms of this Contract or mortgagee makes a
charge in excess of the stated amount, Seller or Buyer may rescind this
Contract by written notice to the other party, unless either elects to
pay the increase in interest rate or excess mortgage charges.
V. TITLE EVIDENCE: At least 15 days before closing date, but no earlier
than 15 days after Seller receives written notification that Buyer has
obtained the loan commitment or has been approved for the loan
assumption as provided in Paragraphs IV(a) or (b), above, or, if
applicable, waived the financing requirements, (CHECK ONLY ONE): |_|
Seller shall, at Seller's, expense, deliver to Buyer or Buyer's
attorney; or |_| Buyer shall at Buyer's expense obtain (CHECK ONLY ONE):
|_| abstract of title; or |X| title insurance commitment (with legible
copies of instruments listed as exceptions attached thereto) and, after
closing, an owner's policy of title insurance.
VI. CLOSING DATE: This transaction shall be closed and the deed and other
closing papers delivered on AUGUST 31, 1998, unless modified by other
provisions of this Contract.
VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to:
comprehensive land use plans, zoning, restrictions, prohibitions and
other requirements imposed by governmental authority; restrictions and
matters appearing on the plat or otherwise common to the subdivision;
public utility easements of record (easements are to be located
contiguous to Real Property lines and not more than 10 feet in width as
to the rear
2
<PAGE>
or front lines and 7-1/2 feet in width as to the side lines, unless
otherwise stated herein); taxes for year of closing and subsequent
years; assumed mortgages and purchase money mortgages, if any (if
additional items, see addendum); provided, that there exists at closing
no violation of the foregoing and none prevent use of the Property for
MOBILE HOME PARK purpose(s).
VIII. OCCUPANCY: Seller warrants that there are no parties in occupancy other
than Seller; but if Property is intended to be rented or occupied beyond
closing, the fact and terms thereof and the tenant(s) or occupants shall
be disclosed pursuant to Standard F. Seller shall deliver occupancy of
Property to Buyer at time of closing unless otherwise stated herein. If
occupancy is to be delivered before closing, Buyer assumes all risks of
loss to Property from date of occupancy, shall be responsible and liable
for maintenance from that date, and shall be deemed to have accepted
Property in its existing condition as of time of taking occupancy unless
otherwise stated herein.
IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions, riders and addenda shall control all printed provisions of
this Contract in conflict with them.
X. RIDERS: (CHECK those riders which are applicable AND are attached to
this Contract):
(a) |_| COASTAL CONSTRUCTION CONTROL LINE
(b) |_| CONDOMINIUM
(c) |_| FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT
(d) |_| VA/FHA
(e) |_| INSULATION
(f) |_| "AS IS"
(g) |_| HOMEOWNERS' ASSOCIATION DISCLOSURE
(h) |_| RESIDENTIAL LEAD-BASED HAZARD DISCLOSURE
(i) |X| SEE ADDENDUM
XI. ASSIGNABILITY: (CHECK ONLY ONE): Buyer |_| may assign and thereby be
released from any further liability under this Contract; |_| may assign
but not be released from liability under this Contract; or |X| may not
assign this Contract.
XII. DISCLOSURES:
(a) Radon is a naturally occurring radioactive gas that when
accumulated in a building in sufficient quantities may present
health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding Radon or
Radon testing may be obtained from your County Public Health Unit.
3
<PAGE>
(b) Buyer may have determined the energy efficiency rating of the
residential building, if any is located on the Real Property.
(c) It the Real Property includes pre-1978 residential housing then
Paragraph X (h) is mandatory.
XIII. MAXIMUM REPAIR COSTS: Seller shall not be responsible for payments in
excess of:
(a) $ NONE for treatment and repair under Standard D (if blank, then 2%
of the Purchase Price).
(b) $ NONE for repair and replacement under Standard N (if blank, then
3% of the Purchase Price).
XIV. SPECIAL CLAUSES; ADDENDA: If additional terms are to be provided,
attach addendum and CHECK HERE |_|.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE
FLORIDA BAR.
Approval does not constitute an opinion that any of the terms and conditions in
this Contract should be accepted by the parties in a particular transaction.
Terms and conditions should be negotiated based upon the respective interests,
objectives and bargaining positions of all interested persons.
COPYRIGHT 1995 BY THE FLORIDA BAR
AND THE FLORIDA ASSOCIATION OF REALTORS
<TABLE>
<S> <C>
MOBILEVEST INC. 7/27/98 MARY STEWART 7/31/98
- ----------------- ----------- --------------------------------
(Buyer) (Date) (Seller) (Date)
Social Security or Tax I.D. # 59 304 8510 Social Security or Tax I.D. # ###-##-####
------------ ------------
</TABLE>
/s/ Edgar L. Fox 7/27/98 /s/ Mary Stewart 7/31/98
- --------------------------------------------------------------------------------
Edgar L. Fox, President, Buyer (Date) (Seller) (Date)
<TABLE>
<S> <C>
Social Security or Tax I.D. # Social Security or Tax I.D. #
------------ -------------
</TABLE>
Deposit under Paragraph II(a) received; IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE. _____________________________________________________ (Escrow Agent)
4
<PAGE>
BROKER'S FEE: The brokers named below, including listing and cooperating
brokers, are the only brokers entitled to compensation in connection with this
Contract:
Name:
---------------------------- ------------------------------------
Listing Broker Cooperating Brokers, if any
5
<PAGE>
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
This is an addendum to that Contract for Sale and Purchase dated July
24, 1998, between MARY STEWART, hereafter referred to as the "Seller" and
MOBILEVEST, INC., and Edgar L. Fox, individually, hereafter referred to as the
"Buyer" for that property known as Clinch Lake Mobile Home Park, Frostproof,
Polk County, Florida.
WHEREAS, the Seller desires to sell said real property and Buyer
desires to offer this Purchase Agreement, Buyer and Seller agree to the
following addendum:
1. The contract is subject to the following, which shall occur within
fifteen (15) days from the date that the last of the parties execute the
contract and this addendum.
a. An on site inspection of the property.
b. A review of the financial records of Clinch Lake Mobile
Home Parks and approval of same by Buyer.
c. The Seller is to furnish to the Buyer an inventory of all
personal property, equipment and vehicles pertinent to the operation of the
Park.
d. Verification that the drinking water and Waste Water
Treatment Plants comply with and conform to all applicable regulatory standards
and ordinances.
e. A review and copy of an existing survey and any mortgages
or encumbrances against the property.
f. Receipt and review of Park Prospectus and a review of
documents which reflect the income and revenues generated.
2. The $5,000.00 (Five Thousand Dollar) earnest money deposit will be
put in escrow upon the acceptance of the contract and addendum by both parties.
3. At closing, the $5,000.00 (Five Thousand Dollar) escrow deposit,
plus the $95,000.00 (Ninety-five Thousand Dollar) balance due, shall be paid to
Seller.
4. Buyer shall deliver to Sellers an $850,000.00 (Eight Hundred and
Fifty Thousand Dollar) wrap-around mortgage, with an interest rate of nine
percent (9%) on a one hundred and sixty-five (165) month amortization schedule,
with a monthly payment of $9,000.00 (Nine Thousand Dollars). Mortgage shall
balloon in four (4) years with no penalty for prepayment before that time.
6
<PAGE>
5. Buyer shall also deliver to Seller, one (1) year from the closing
date, an additional $50,000.00 (Fifty Thousand Dollars) in cash, bearing an
annual interest rate of six percent (6%).
6. Buyer shall deliver to Seller 200,000 shares of Mobilevest, Inc.,
stock, selling on the NASDAQ exchange. This stock is restricted for two (2)
years. At the end of two (2) years, Seller has the option to keep the stock or
Buyer will guarantee a purchase a buy-out of ($300,000.00) Three Hundred
Thousand Dollars.
7. Seller shall complete all survey and plot plans presently in
progress that are required for licensing. Upon completion, Buyer shall be
provided with copies.
8. At closing the Buyer agrees to bear the cost of documentary stamps
and title insurance. The amount of which may be reduced by the Buyer from the
amount due the Seller in 15 above.
The parties acknowledge that the tenants in the Parks herein to be
conveyed pay rent on month-to-month basis and, therefore, there shall be no
proration of rents at closing.
9. At closing the Buyer shall execute a purchase money mortgage with
standard wrap around provisions.
10. The parties acknowledge that the property is presently encumbered
by a first mortgage delivered by Arlene P. Goodwin to American Bank and Trust of
Polk County, together with a purchase money second mortgage from Hugh Stewart,
Sr., Trustee to Arlene P. Goodwin. Buyer shall indemnify and hold the Seller
harmless from any and all damages, including costs and attorney fees which the
Seller might incur as a result of a declaration of default and an institution of
foreclosure, or other proceedings due to the transfer of the property by the
Seller to the Buyer.
11. At closing, Edgar L. Fox, a single man, shall execute a document
personally guaranteeing the Buyer's obligations and liabilities to the Seller.
12. All provisions of the Contract for Sale and Purchase not
specifically amended herein, shall remain in full force and effect as noted
therein.
13. This Addendum, upon its execution by both parties, is herewith made
an integral part of the aforementioned Contract.
7
Exhibit 10.3
CONTRACT FOR SALE AND PURCHASE
PARTIES: ALAN M. KORN ("Seller"), of 4376 TIDEWATER DRIVE, ORLANDO, FL 32812
(Phone) 407-851-2935 and MOBILEVEST INC. ("Buyer") of 5623 U.S. 19, SUITE 217,
NEW PORT RICHEY, FLORIDA 34652 (Phone) 727-845-8596 hereby agree that Seller
shall sell and Buyer shall buy the following described Real Property and
Personal Property (collectively "Property") upon the following terms and
conditions, which include Standards for Real Estate Transactions ("Standard(s)")
on the reverse side hereof or attached hereto and riders and addenda to this
Contract for Sale and Purchase ("Contract").
I. DESCRIPTION:
(a) Legal description of the Real Property located in POLK County,
Florida: 118 MOBILE HOME SPACES, 38 R.V. SITES, ENCHANTED
GROVE PARK, LAKE WALES, FLORIDA
(b) Street address, city, zip, of the Property is: 5137 N. SCENIC
HWY., LAKE WALES, FLORIDA 33853
(c) Personal Property: ALL PERSONAL PROPERTY RELATIVE TO OPERATION
AND MAINTENANCE OF THE MOBILE HOME PARK, INCLUDING BUT NOT
LIMITED TO OFFICE EQUIPMENT, MOWERS, TREATMENT PLAN
<TABLE>
<S> <C>
II. PURCHASE PRICE:..........................................................................$1,500,000
PAYMENT:
(a) Deposit held in escrow by ATTY DONALD B. McKAY
(see addendum) in the amount of ................................................$ 5,000
----------
(b) Additional escrow deposit to be made within -0- days after
Effective Date (as defined in Paragraph 111) in the amount of...................$ -0-
----------
(c) Subject to AND assumption of existing mortgage in good
standing in favor of _________________________________
having an approximate present principal balance of .............................$ NONE
----------
(d) Purchase money mortgage and note to Seller (see addendum)
in the amount of SEE ADDENDUM TERMS .........................................$1,300,000
----------
(e) Other: .........................................................................$
----------
</TABLE>
1
<PAGE>
<TABLE>
<S> <C>
(f) Balance to close by U.S. cash, LOCALLY DRAWN certified or
cashier's check or third-party loan, subject to adjustments
or prorations ..................................................................$ 195,000
----------
</TABLE>
III. TIME FOR ACCEPTANCE OF, OFFER; EFFECTIVE DATE, FACSIMILE: If this offer
in not executed by and delivered to all parties OR FACT OF EXECUTION
communicated In writing between the parties on or before OCTOBER 30,
1998, the deposit(s) will, at Buyer's option, be returned and this
offer withdrawn. The date of Contract ("Effective Date") will be the
date when the last one of the Buyer and Seller has signed this offer. A
facsimile copy of this Contract and any signatures hereon shall be
considered for all purposes as originals.
IV. FINANCING: The existing mortgage described in Paragraph II(c), above,
has (CHECK ONLY ONE): |_| a variable interest rate; or |_| a fixed
interest rate of 0 % per annum. At time of title transfer, some fixed
interest rates are subject to increase; if increased, the rate shall
not exceed 0 % per annum. Seller shall, within 0 days after Effective
Date, furnish a statement from each mortgagee stating the principal
balance, method of payment, interest rate and status of mortgage. If
Buyer has agreed to assume a mortgage which requires approval of Buyer
by the mortgagee for assumption, then Buyer shall promptly obtain the
necessary application and diligently complete and return it to the
mortgagee. Any mortgaged charge(s) not to exceed $ -0- shall be paid by
Buyer, If Buyer is not accepted by mortgagee or the requirements for
assumption are not in accordance with the terms of this Contract or
mortgagee makes a charge in excess of the stated amount, Seller or
Buyer may rescind this Contract by written notice to the other party,
unless either elects to pay the increase in interest rate or excess
mortgage charges.
V. TITLE EVIDENCE: At least 15 days before closing date, but no earlier
than 15 days after Seller receives written notification that Buyer has
obtained the loan commitment or has been approved for the loan
assumption as provided in Paragraphs IV(a) or (b), above, or, if
applicable, waived the financing requirements, (CHECK ONLY ONE): |X|
Seller shall, at Seller's, expense, deliver to Buyer or Buyer's
attorney; or |_| Buyer shall at Buyer's expense obtain (CHECK ONLY
ONE): |X| abstract of title; or |_| title insurance commitment (with
legible copies of instruments listed as exceptions attached thereto)
and, after closing, an owner's policy of title insurance.
VI. CLOSING DATE: This transaction shall be closed and the deed and other
closing papers delivered on Jan. 4, 1999, unless modified by other
provisions of this Contract.
VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject
to: comprehensive land use plans, zoning, restrictions, prohibitions
and other requirements imposed by governmental authority; restrictions
and matters appearing on the plat or otherwise common to the
subdivision; public utility easements of record (easements are to be
located contiguous to Real Property lines and not more than 10 feet in
width as to the rear or front lines and 7-1/2 feet in width as to the
side lines, unless otherwise stated herein);
2
<PAGE>
taxes for year of closing and subsequent years; assumed mortgages and
purchase money mortgages, if any (if additional items, see addendum);
provided, that there exists at closing no violation of the foregoing
and none prevent use of the Property for MOBILE HOME PARK purpose(s).
VIII. OCCUPANCY: Seller warrants that there are no parties in occupancy other
than Seller; but if Property is intended to be rented or occupied
beyond closing, the fact and terms thereof and the tenant(s) or
occupants shall be disclosed pursuant to Standard F. Seller shall
deliver occupancy of Property to Buyer at time of closing unless
otherwise stated herein. If occupancy is to be delivered before
closing, Buyer assumes all risks of loss to Property from date of
occupancy, shall be responsible and liable for maintenance from that
date, and shall be deemed to have accepted Property in its existing
condition as of time of taking occupancy unless otherwise stated
herein.
IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions, riders and addenda shall control all printed provisions of
this Contract in conflict with them.
X. RIDERS: (CHECK those riders which are applicable AND are attached to
this Contract):
(a) |_| COASTAL CONSTRUCTION CONTROL LINE
(b) |_| CONDOMINIUM
(c) |_| FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT
(d) |_| VA/FHA
(e) |_| INSULATION
(f) |_| "AS IS"
(g) |_| HOMEOWNERS' ASSOCIATION DISCLOSURE
(h) |_| RESIDENTIAL LEAD-BASED HAZARD DISCLOSURE
(i) |X| SEE ADDENDUM
XI. ASSIGNABILITY: (CHECK ONLY ONE): Buyer |_| may assign and thereby be
released from any further liability under this Contract; |_| may assign
but not be released from liability under this Contract; or |X| may not
assign this Contract.
XII. DISCLOSURES:
(a) Radon is a naturally occurring radioactive gas that when
accumulated in a building in sufficient quantities may present
health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional information
regarding Radon or Radon testing may be obtained from your
County Public Health Unit.
(b) Buyer may have determined the energy efficiency rating of the
residential building, if any is located on the Real Property.
3
<PAGE>
(c) It the Real Property includes pre-1978 residential housing
then Paragraph X (h) is mandatory.
XIII. MAXIMUM REPAIR COSTS: Seller shall not be responsible for payments in
excess of:
(a) $ NONE for treatment and repair under Standard D (if blank,
then 2% of the Purchase Price).
(b) $ NONE for repair and replacement under Standard N (if blank,
then 3% of the Purchase Price).
XIV. SPECIAL CLAUSES; ADDENDA: If additional terms are to be provided,
attach addendum and CHECK HERE o.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE
FLORIDA BAR.
Approval does not constitute an opinion that any of the terms and conditions in
this Contract should be accepted by the parties in a particular transaction.
Terms and conditions should be negotiated based upon the respective interests,
objectives and bargaining positions of all interested persons.
COPYRIGHT 1995 BY THE FLORIDA BAR
AND THE FLORIDA ASSOCIATION OF REALTORS
<TABLE>
<S> <C> <C> <C>
MOBILEVEST, INC. 10/27/98 /s/ Alan M. Korn 10/28/98
- ---------------- -------- -------------------- --------
(Buyer) (Date) Alan M. Korn, Seller (Date)
Social Security or Tax I.D. #59-304-8510 Social Security or Tax I.D. ####-##-####
------------ -------------
/s/ Edgar L. Fox 10/27/98 /s/ Alan M. Korn
- ------------------------------ -------- -------------------- ---------
Edgar L. Fox, President, Buyer (Date) (Seller) (Date)
Social Security or Tax I.D. #_________________ Social Security or Tax I.D. #______________
Deposit under Paragraph II(a) received; IF OTHER THAN CASH, THEN SUBJECT TO
CLEARANCE. _________________________________________________ (Escrow Agent)
</TABLE>
4
<PAGE>
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
This is an addendum to that contract for sale and purchase dated
October 27, 1998 between Alan M. Korn, hereafter referred to as the Seller and
Mobilevest, Inc., hereafter referred to as the Buyer for that property known as
Enchanted Grove Mobile Home Park, Lake Wales, Polk County, Florida.
Whereas, the Seller desires to sell said real property and Buyer
desires to offer this Purchase Agreement, Buyer and Seller agree to the
following addendum:
1. contract is subject to the following, which shall occur within 15
days from the date that the last of the parties execute the contract and this
addendum.
a. An on site inspection of the property.
b. A review of the financial records of Enchanted Grove Mobile
Home Park and approval of same by Buyer.
c. The Sellers furnishing to the Buyer an inventory of all
personal property, equipment and vehicles pertinent to the operation of the
Park.
d. Verification that the drinking water and waste water
Treatment Plants comply with and conform to all applicable regulatory standards
and ordinances.
e. A review and copy of an existing survey and any mortgages
or encumbrances against the property.
f. Receipt and review of Park Prospectus and a review of
documents which reflect the income and revenues generated.
2. The $5,000.00 earnest money deposit will be put in escrow upon the
acceptance of the contract and addendum by both parties.
3. At closing, the $5,000.00 escrow deposit, plus $195,000.00 balance
due, shall be paid to Sellers.
5
<PAGE>
4. Buyer shall deliver to Seller a $1,3000,000.00 interest only
mortgage based on the following schedule:
Year 1 - 7% @ $7,583.33 per month
Year 2 - 7.5% @ $8,125.00 per month
Year 3 - 8% @ $8,666.66 per month
Year 4 - 8.5% @ $9,208.33 per month
Year 5 - 9% @ $9,750.00 per month
At the end of five years (60 months), the full principle balance is due
in the amount of $1,300,000.
Buyer has the privilege to pay off principle balance at any time
without penalty.
5. All provisions of the Contract for Sale and Purchase not
specifically amended herein and in Second Addendum shall remain in full force
and effect except as noted herein.
IN WITNESS THEREOF, the parties below have executed this addendum on
the date noted.
/s/ Ruth B. Korn /s/ Alan M. Korn
- ------------------------------ -----------------------------------
Witness Alan M. Korn, Seller
Date: 10/28/98
-----------------------------
Mobilevest Inc.
/s/ Constance Woodrutt By: /s/ Edgar L. Fox
- ------------------------------ --------------------------------
Witness Edgar L. Fox, President
Date: 10/27/98
-----------------------------
6
Exhibit 10.4
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT is made by and between Mhp Group Four L.C. (a Florida
Limited Liability Company ("Seller"), and MobileVest, Inc., (a Florida
Corporation ("Buyer").
RECITALS:
Seller is the fee owner of a parcel of real property located in the
County of Lee, State of Florida. The property is currently operated as a rental
RV Park commonly known as "Jones Mobile Home Park" (the "Park"). The property
has a street address of 61895 N. Tamiami Trail North, Ft. Myers, Florida 33903.
Buyer wishes to buy and Seller wishes to sell the aforesaid property on the
terms and conditions set forth in this agreement.
AGREEMENTS:
NOW THEREFORE, in consideration of the foregoing recitals, and in
further consideration of the mutual covenants hereafter set forth, the parties
hereby agree as follows:
Article 1. Purchase and Sale
1.1 Purchase and Sale. Buyer agrees to purchase and
Seller hereby agrees to sell, transfer, and convey to
Buyer the Property (as hereinafter defined) on the
terms and conditions set forth in this agreement, the
date of execution by buyer and Seller will be
referred to as the "Effective Date".
1.2 Property Defined. As used in this Agreement the term
"Property" includes the entire right and title and
interest of Seller in the following:
1.2.1 Land and improvements The land described in the legal
description attached as Exhibit "a" to this Agreement
(the "Land"), together with all buildings, structures
and improvements located thereon, and together with
all air, and mineral rights, if any, and all
tenements, privileges thereunto elonging or in any
way appertaining thereto owned by Seller, including
one hundred (114) mobile home sites, and sixty (60)
RV sites, all mobile homes owned by the Seller (but
not including any mobile homes owned by tenants, or
any appurtenances or attachments thereto) (the
"Improvements"). All mobile homes and other
improvements while subject to full inspection by the
Buyer, will be sold "as is".
1.2.3 Fixtures and personalty, etc. Fixtures, equipment,
utilities, transmission systems and personalty owned
by Seller, located on or about the Property and
ordinarily used in conjunction with the operation
thereof, including fixtures, equipment, vehicles, and
personalty. Such property is shown as
<PAGE>
on the attached Exhibit "B". All such equipment will
be sold "as is".
1.2.4 Streets and Roads. All right, title and interest of
Seller, of any in land lying in the bed of any
street, road or avenue, open or proposed, at the foot
of or adjoining the property, to the center line
thereof, including, but not limited to easements for
ingress and egress.
1.2.5 Condemnation Awards. Any pending or future
condemnation awards or to be made in lieu thereof, if
any, and any unpaid award for damages to the Property
by reason of any change of grade of streets.
1.2.6 Rental Agreements, etc. All rental agreements,
leases, or a tenancies of every kind, whether
evidenced by a written lease, prospectus or verbal
agreement, now or hereafter affecting or encumbering
the Property (collectively the "Rental Agreements").
Within five (5) days from the Effective Date as
schedule of the rental agreements knowing the current
lot renter, showing delinquencies, if any, a copy of
each form of written lease in use fr the Park, and an
identification of which lots are encumbered by
written leases, and a copy of the most recent Notice
of Increase in Lot Rental Amount, shall be attached
hereto as Exhibit "D: (the Rent Schedule").
1.2.7 Trade Name Seller's rights in the name "Jones Mobile
Home Park."
Article 2 - Purchase Price Payment
2.1 The purchase price for the property will be one
million, nine hundred thousand dollars (1,900,000.00)
(the "Purchase Price"), payable with minimum of
seventy five percent cash or certifiable funds on the
day of closing. The Purchase price will be allocated
among the assets being purchased and sold pursuant to
an allocated schedule to be agreed upon between the
parties during the inspection period.
2.2 Buyer will deposit Five Thousand ($5,000.00) with the
Escrow Agent (hereinafter defined) within thirty days
of the Effective Date. The foregoing term is referred
to in this Agreement as the "Escrow Deposit" and will
be credited to Buyer and paid to Seller at closing,
subject to the terms of this Agreement.
2.3 At closing Buyer will pay to Seller a sum sufficient
to pay seventy five percent of the purchase price,
after credit for the Escrow
<PAGE>
Deposit and prorations, credits, and adjustments
otherwise permitted by this Agreement, by certified
or cashier's check drawn on a Florida banking
institution or wire transfer of immediately available
funds received by Seller prior to 2:00 p.m. EDT on
the day of closing.
2.4 Escrow Agent Century 21 Bill Nye Realty, Inc. Shall
as escrow agent under this agreement. The sole
responsibility of the Escrow Agent shall be to
deposit the Escrow Deposit into an account with a
local bank upon execution and delivery of all forms
and documents necessary to do so and to disburse said
funds according to the terms of this Agreement. The
Escrow Agent shall notify the parties hereto of the
date of deposit, name of institution, and current
interest rate within (5) days of deposit. In the
event of a breach of this Agreement by either Seller
or Buyer, or if in the sole discretion of the Escrow
Agent, some doubt exists as to when, to whom, or
under what circumstance such Escrow Deposit shall be
disbursed hereunder and the parties hereto are unable
after twenty (20) days' prior writen notice thereof
from Escrow Agent to agree and direct Escrow Agent in
writing, as to when, to whom, or under what
circumstances Escrow Agent shall disburse the same.
Escrow Agent shall be entitled to interplead said
Escrow Deposit into the Circuit Court of Pasco
County, Florida, without further liability or
responsibility on its part, Court expenses, or
attorney's fees occurred by Escrow Agent in
connection with any such interpleader may be deducted
by the Escrow Agent from the amount of the Escrow
Deposit prior to the deposit into the registry of the
court. In any event, however, all parties agree that
Escrow Agent shall have no liability or any further
responsibility to any party or person whomsoever for
any disbursement of this Escrow Deposit made by the
Escrow Agent in good faith unless such disbursement
shall constitute a willful breach of the duties and
obligations of Escrow Agent under this Agreement, or
gross negligence on the part of the Escrow agent. In
the event of any default by the Buyer, any court,
expenses, or attorney fees deducted by Escrow Agent
from the escrow deposit shall be reimbursed and paid
by the Buyer to the Seller in addition to all other
remedies and damages.
Article 3 - Title
3.1 The Seller shall at Sellers expense, at closing
deliver to the buyer, an owner's title policy issued
by a Florida licensed title insurer. The binder and
attached policy will be issued at the minimum
pro_______ rate and shall be in an amount equal to
the amount of the purchase price. The policy and
binder shall be in a current
<PAGE>
ALTA standard form "R:. The policy shall insure
marketable title to the Buyer.
3.2 Seller shall pay the premium for the policy of the
insurance to be issued to buyer at Closing.
Article 4 - Warranties and Representations
4.1 Personal Property. Seller is the note owner of the
fixtures and Personalty, re and clear of any
security, interests except Seller's current first
mortgage lender, if any. Such property is conveyed in
its present "as is" condition.
4.2 No Assessments Except as provided in the title
commitment, and any permitted title exception, the
property is free from unpaid special assessments,
including without limitation, those for construction
and hook up of sewer, water, gas, electric lines, and
mains, streets, and to the best knowledge of Seller,
none have been proposed. Notwithstanding anything
else contained in this contract, attached as exhibit
"D" is a list of vacant lots which are included in
the subject property description. No representations
regarding imput fees for those lots are made and they
shall be the Buyers responsibility.
4.3 Compliance with existing laws To the best of Sellers
knowledge in connection with the operation and
management of the Property, Seller possesses all
licenses permits, and approvals, particularly under
Chapter 723 of the Florida Statutory Code (the
"Authorizations") required to own, operate, use or
maintain the Property as a rental RV Park. If
transferable, all such Authorizations will be
transferred and assigned at Closing to the buyer.
Seller has not received any written notice of any
violation of any requirements of any government or
government agency with respect to the operation, or
maintenance, condition, or operation of the Property
or any part thereof, or requiring any repairs or
alterations, other than as otherwise set forth in the
disclosed pursuant to this Agreement.
4.4 Sites The property contains and is licensed to
contains one hundred fourteen (114) mobile home lots
and sixty(60) RV lots.
4.5 Public Utilities Seller represents and warrants
electric suitable for park models on all lots, and
all traffic impact fees for all lots are paid in
full.
4.6 Pending Litigation Seller is not now a party to any
litigation or
<PAGE>
proceedings afflicting the Property, and to the best
of Sellers knowledge none are threatened which would
affect the operation of the subject property.
4.7 Environmental To the best of Sellers knowledge,
Seller has not violated in any material way to its
use ownership, or operations of the Property, any
applicable federal, state or county statutes, laws or
regulations relating to environmental matters. Seller
has not received any notice or correspondence from
any governmental agency pertaining to Hazardous
materials, including notices of injury; potential
proceeding, or other action regarding the condition
of the property.
4.8 Business Operations From the Effective Date of the
Closing, Seller will conduct is business in the
ordinary course subject to the terms of this
Agreement. During such period Seller will continue to
maintain and repair the property in at least the
manner in which Seller has previously maintained and
repaired the property, ordinary wear and tear
excepted (excluding the waste water plants and
portable water system as to which this paragraph
shall not apply).
4.9 Events Pending Closing and Further Information.
Seller agrees to notify Buyer immediately, in writing
of any event or condition of which Seller has
knowledge and which occurs prior to Closing
hereunder, which causes a material change in the
facts relating to, or the truth of any of the above
representations.
4.10 Inspection & "AS IS". Buyer acknowledges that it is
knowledgeable and experienced about properties
similar to the Property and that subject to those
representations of Seller set forth hereto, it is
relying entirely on its own expertise and inspection,
and subject to such representation takes such
property "as is."
Article 5. Defaults, Remedies
5.1 Default of Buyer. In the event that buyer defaults
with respect to the performance of its obligations
under this Agreement, within the time specified,
including the payment of all deposits, the Escrow
Deposit paid by Buyer and any deposits agreed to be
paid may be recovered and retained by and for the
account of the Seller as agreed upon liquidated
damages, consideration for the execution of this
Agreement and in full settlement of any claims;
whereupon Buyer and Seller shall be relieved of all
obligations under this agreement, or at Seller's
option, may proceed in equity to enforce Seller's
rights under this agreement. Additionally, Seller
shall have any other rights and remedies allowed in
law or equity.
5.2 Default of Seller. In the even that Seller defaults
with respect to the performance
<PAGE>
of its obligations under this Agreement or refuses to
perform this Agreement, the Escrow deposit will at
the election of Buyer, be returned to Buyer on demand
to Escrow Agent, or Buyer will have the right to sue
Seller for specific performance of this Agreement, or
elect any other remedy provided for by law.
5.3 Attorney Fees and Costs. In the event of default of
either party herein under this Agreement, the
prevailing party, in addition to all other remedies
as provided herein, or by law or equity, shall be
entitled to all costs, attorney fees and expenses
incurred herein as a result of, or in connection with
any breach, including but not limited to all
litigation costs and attorney fees.
Article 6 - Closing Escrow, Closing Documents
6.1 Closing Date. Closing will take place on or before
seventy Five (75) days from the effective date of
this contract. The Closing of this transaction will
take place at the Zephyrhills offices of the escrow
agent, or at such other place as mutually agreed to
by the parties.
6.2.3 Documents. At the Closing, the Seller, and as
applicable, Buyer shall execute and deliver the
following documents:
6.2.4 a general warranty deed conveying title to the
Property to Buyer, subject only to easements and
restrictions of record.
6.2.5 a general assignment and assumption by Buyer of all
Rental Agreements.
6.2.6 a bill of sale with full title warranties from Seller
to Buyer, conveying the personal property scheduled
in the Inventory of personal property attached as
Exhibit B, said property sold "as is."
6.2.7 a closing statement showing the full purchase price,
and amounts by which the cash portion of the purchase
price will have been completed as of the Closing Date
in the following Manner:
A. Current real and personal property taxes and other
easements relating to the Property will be prorated
as of the day of the Closing.
B. All utility charges will be prorated between the
parties (other than impact fees and conversion fees
which shall be the sole responsibility of the Buyer).
C. Rents will be prorated as of the day of Closing.
D. Contracts assumed by the Buyer will be prorated
between parties through the day of closing.
E. Seller will pay for affixing documentary stamps to
the deed to Buyer, and the cost of recording any
corrective instruments, Buyer will be responsible for
the cost to record the deed to the Property, stamps,
intangible tax & recording fees on any note or
mortgage documents and amortization schedule.
<PAGE>
F. The title insurance premiums for the owner's policy
amended coverage issued pursuant to the Title
Commitment Policy will be paid by the Seller. The
Buyer will pay for any mortgage endorsements.
G. All assignments from Seller to Buyer of all
assignable warranties, claims, guaranties if any on
any improvements, fixtures, and personally included
in the Property that have not expired by lapse of
time.
H. a sworn affidavit of Seller, prepared against
construction liens.
I. Any such other documents as required to consummate
this Agreement.
Article 7. Brokerage
Buyer and Seller warrant to each other that they have no knowledge of any real
estate broker or agent involved in this transaction or any commission due or to
become due as a result thereof except for Century 21 Bill Nye Realty, Inc. and
shall be paid out of the closing in the amount of ($100,000.00) at closing. Each
party agrees to indemnify, defend, and hold harmless the other party hereto from
any and all loss, damage, cost or expense, including reasonable attorney fees
that the other party may sustain or incur by reason of any claim for a
commission by through or anyone claiming through, or under the indemnifying
party.
Article 8. Conditions Precedent to Buyers Obligation to Close
8.2 Inspection Period. Buyer shall have thirty (30) days
(the "Inspection Period") from the Effective Date in
which to have such inspection of the Property
performed as Buyer shall desire. Buyer acknowledges
and agrees that the Inspection Period is sufficient
time to make all inspections of the Property deemed
necessary by Buyer prior to Closing. If Buyer
determines that the condition of the Property is not
acceptable to Buyer, Buyer may cancel this Agreement
by written notice. If Buyer has not given notice to
Seller canceling this Agreement on or before the last
day of the inspection period, Buyer shall be deemed
to have approved its inspections and waived its right
to cancel this Agreement. In the event that Buyer
provides written notice prior to expiration of the
Inspection Period of its intent to cancel this
Agreement, the Escrow deposit shall be returned to
Buyer, and Buyer and Seller shall be released of all
further obligations under this Agreement.
8.3 Financing Contingency. The obligation to close this
agreement is contingent in all respects on the
ability of the Buyer to obtain a financing commitment
satisfactory in all respects to the Buyer within
sixty (60) days from the effective date of the
contract.
<PAGE>
Article 9. Assignment
9.1 Right to Assign. Prior to expiration of the
Inspection period, the Buyer shall have the right to
assign this their rights under this Agreement to a
Florida corporation or other legal entity, that
assumes fully the Buyers obligations hereunder,
provided that the Buyer shall remain fully
responsible on the contract and mortgage hereunder.
Article 10. Miscellaneous
10.1 Time of the Essence. Time is of the essence in this
Agreement and each of its provisions.
10.2 Notices. Any notice or demand which must or may be
given under this Agreement or by law must be in
writing and will be deemed to have been given when
delivered in person by hand delivery with receipt
obtained, or by facsimile to the parties at their
respective fax numbers below, or by overnight
delivery next guaranteed, or by being placed in the
United State Mail Certified Mail Return Receipt
Requested, and in each event to the respective
parties at the following addresses:
IF TO BUYER: Edgar L. Fox
c/o MobileVest
5723 U.S. Highway 19, Suite 217
New Port Richey, Florida 34652
IF TO SELLER: Jonathan Damonte
12110 Seminole Blvd.
Largo FL 33778
Facsimile: (727)581-0922
IF TO THE Century 21 Bill Nye Realty, Inc.
ESCROW AGENT: 4947 Coats Road
Zephyrhills, Florida 335410
Facsimile: (813)783-2724
10.3 Radon Gas. As provided by Florida law, the following
disclosure is inserted in this Agreement: "RADON GAS:
radon is a naturally occurring radioactive gas that
when has accumulated in a building in sufficient
quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found
in buildings in Florida. Additional information
regarding radon and radon testing may be obtained
from your county public health unit".
10.4 Effective Date. Unless otherwise set forth herein,
the Effective Date shall be the date this agreement
is executed by the last of the parties to so execute
this Agreement.
<PAGE>
10.5 Counterpart Execution: Facsimile. This Agreement may
be executed in several counterparts each of which
shall be fully effective as an original and all of
which together shall constitute one and the same
instrument. a facsimile copy of this Agreement or any
portion hereof, including the signature page of any
party, shall be deemed an original for all purposed.
Article 11. Time for Acceptance
This Agreement and the Buyer and Seller's obligation are contingent
upon Sellers' acceptance within five (5) working days of the presentment of this
contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth below.
<TABLE>
<CAPTION>
SELLER
<S> <C>
________________________________ By: /s/Hugh Stewart
Printed Name:_____________________ -------------------------------
________________________________ Dated: 3-31-99
Printed Name:_____________________ -------------------------------
BUYER
MOBILEVEST, INC.
______________________________ By: /s/ Edgar L. Fox, President
Printed Name:__________________ -------------------------------
______________________________ Dated: 3-31-99
Printed Name:__________________ -------------------------------
</TABLE>
<PAGE>
ACCEPTANCE BY ESCROW AGENT
The undersigned escrow agent (as defined in the Agreement) hereby
accepts and acknowledges receipt of the escrow Deposit and agrees to hold the
- -----------in escrow subject to the terms of this Agreement this ____ day of
________________ 1998.
Century 21 Bill Nye Realty, Inc.
By:________________________
Exhibit 10.5
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT is made by and between JTA, Inc. (a Florida corporation)
("Seller"), and MobileVest, Inc. (A Florida Corporation) ("Buyer")
RECITALS
Seller is the fee owner of a parcel of real property located in the
County of Orange, State of Florida. The property is currently operated as a
rental Mobile Home Park commonly known as "Wheel Estates Mobile Manor" (the
"Park"). The property has a street address of 5225 Orange Blossom Trail Orlando,
Florida 32839. Buyer wishes to buy and seller wishes to sell the aforesaid
property on the terms and conditions set forth in this agreement.
AGREEMENTS:
NOW THEREFORE, in consideration of the foregoing recitals, and in further
consideration of the mutual covenants hereinafter set forth, the parties hereby
agree as follows:
Article 1. Purchase and Sale
1.1 Purchase and Sale. Buyer agrees to purchase and
Seller hereby agrees to sell, transfer, and convey to
Buyer the Property (as hereinafter defined) on the
terms and conditions set forth in this Agreement, the
date of execution by Buyer and Seller will be
referred to as the "Effective Date".Buyer's agreement
contingent upon financing in the amount of $684,000
within 60 days of the effective date.
1.2 Property Defined. As listed in this Agreement the
terms "Property" includes the entire right and title
and interest of Seller in the following:
1.2 Land and Improvements. The land described in the
legal description attached as Exhibit "A" to this
Agreement (the "Land") together with all buildings,
structures and improvements located thereon and
together with all air, and mineral rights, if any,
and all tenements, privileges thereunto belonging or
in any way appertaining thereto owned by the Seller,
including fifty three (53) mobile home sites club
house and any mobile homes owned by the Seller, (But
not including any mobile homes owned by tenants, or
any appurtenances or attachments thereto) (the
"Improvements"). All mobile homes and other
improvements while subject to full inspection by the
Buyer, will be sold "as is".
<PAGE>
1.2.3 Fixtures and personalty, etc. Fixtures, equipment,
utilities, transmission systems and personalty owned
by Seller, located on or about the Property and
ordinarily used in conjunction with the operation
thereof, including fixtures, equipment, vehicles, and
personalty. Within seven (7) calendar days from the
effective date, the parties shall agree upon a list
of fixtures which than shall be attached to this
agreement as Exhibit "B". All such equipment will be
sold "as is".
1.2.4 Streets and Roads. All right, title and interest of
Seller, if any, in land lying in the bed of any
street, road or avenue, open or proposed, at the foot
of or adjoining the property, to the center line
thereof, including, but not limited to easements for
ingress and egress.
1.2.5 Condemnation Awards. Any pending or future
condemnation awards to be made in lieu thereof, if
any and any unpaid award for damages to the Property
by reason of any change of grade of streets.
2
<PAGE>
1.2.6 Rental Agreements, etc.. All rental agreements,
leases, or tenancies of every kind, whether evidenced
by a written lease, prospectus or verbal agreement,
now or hereafter affecting or encumbering the
Property (collectively the "Rental Assignment").
Within five (5) days from the Effective Date a
schedule of the rental agreements showing the current
lot rents by lot number, names and addresses of all
lot renters. The current payment status of each lot
renter, showing delinquencies, if any, a copy of each
form of written lease in use in the Park, and an
identification of which lots are encumbered by
written leases, and a copy of the most recent Notice
of Increase in Lot Rental Amount shall be attached
hereto as Exhibit "C" (the "Rent Schedule").
1.2.7 Trade Name. Seller's rights in the name "Wheel
Estates Mobile Manor".
Article 2 - Purchase Price; Payment
2.1 Purchase Price. The purchase price for the property
will be eight hundred fifty five thousand dollars
($855,000.00) (the "Purchase Price"), payable at
closing in cash or certifiable funds. The Purchase
price will be allocated among the assets being
purchased and sold pursuant to an allocated schedule
to be agreed upon between the parties during the
Inspection Period.
2.2 Buyer will deposit Five Thousand ($5,000.00) with the
Escrow Agent (hereinafter defined) within fifteen
days (____) of the Effective Date. The foregoing sum
is referred to in this Agreement as the "Escrow
Deposit" and will be credited in Buyer and paid to
Seller at closing, subject to the terms of this
Agreement.
2.3 At closing Buyer will pay to Seller a sum sufficient
to pay the balance of the Down Payment after credit
for the Escrow Deposit and prorations, credits, and
adjustments otherwise permitted or required by this
Agreement, by certified or cashier's check drawn on a
Florida banking institution, or wire transfer of
immediately available funds received by Seller prior
to 2:00 p.m. EDT of the day of closing.
2.4 Escrow Agent. Century 21 Bill Nye Realty, Inc. Shall
act ass escrow Agent under this Agreement. The sole
responsibility of
3
<PAGE>
the Escrow Agent shall be to deposit the Escrow
Deposit into an account with a local bank upon
execution and delivery of all forms and documents
necessary to do so and to disburse said funds
according to the terms of this Agreement. The Escrow
Agent shall notify the parties hereto of the date of
deposit, name of institutions, and current interest
rate within (f) days of deposit. In the event of a
breach of this Agreement by either Seller or Buyer,
or if in the sole discretion of the Escrow Agent,
some doubt exists as to when, to whom, or under what
circumstances such Escrow Deposit shall be disbursed
hereunder, and the parties hereto are unable after
twenty(20) days' prior written notice thereof from
Escrow Agent to agree and direct Escrow Agent, in
writing, as to when, to whom or under what
circumstances Escrow Agent shall disburse the same.
Escrow Agent shall be entitled to interplead said
Escrow Deposit into the Circuit Court of Pasco
County, Florida, without further liability or
responsibility on its part. Costs, expenses, or
attorney's fees incurred by Escrow Agent in
connection with any such Interpleader may be deducted
by the Escrow Agent from the amount of the Escrow
Deposit prior to its deposit into the registry of the
Court. In any event, however, all parties agree that
Escrow Agent shall have no liability or any further
responsibility to any party or person whomsoever for
any disbursement of the Escrow Deposit made by the
Escrow Agent in good faith unless such disbursement
shall constitute a willful breach of the duties and
obligations of Escrow Agent under this Agreement, or
gross negligence on the part of the Escrow Agent. In
the event of any default by the Buyer, any costs,
expenses or attorney's fees deducted by Escrow Agent
from the escrow deposit shall be reimbursed and paid
by the Buyer to the Seller in addition to all
other remedies and damages.
Article 3 - Title
3.1 the Seller shall at Sellers expense, at closing
delivery to the buyer, an owner's title policy issued
by a Florida licensed title insurer. The binder and
attached policy will be issued at the minimum
promulgated rate and shall be in an amount equal to
the amount of the purchase price. The policy and
binder shall be in a current ALTA standard form "B".
The policy shall inure marketable title to the Buyer.
3.2 Seller shall pay the premium for the policy of title
insurance to be issued to buyer at Closing.
4
<PAGE>
Article 4 - Warranties and Representations
4.1 Personal Property. Seller is the sole owner of the
Fixtures and Personalty, free and clear of any
security interests except Seller's current first
mortgage, if any.
4.2 No Assessments. Except as provided in the title
commitment and any permitted title exceptions, the
property is free from unpaid special assessments,
including without limitation, those for construction
and hook up of sewer, water, gas, electric lines, and
mains, streets, and to the best knowledge of Seller,
none have been proposed. Notwithstanding anything
else contained in this contract, attached as exhibit
"D" is a list of vacant lots which are included in
the subject property description. No representations
regarding impact fees for those lots are made and
they shall be the Buyers responsibility.
4.3 Compliance with existing laws. To the best of Sellers
knowledge in connection with the operation and
management of the Property, Seller possesses all
licenses permits, and approvals, particularly under
Chapter 723 of the Florida Statutory Code (the
"Authorization") required to own, operate, use or
maintain the Property as a rental RV Park. If
transferable, all such Authorizations will be
transferred and assigned at Closing to the Buyer.
Seller has not received any written notices of any
violation of any requirements of any government or
governmental agency with respect to the operation,
use, maintenance, condition, or operation of the
Property or any part thereof, or requiring any
repairs or alterations, other than as otherwise set
forth in, or disclosed pursuant to this agreement.
4.4 Sites. The property contains and is licensed to
contain fifty three (53) mobile home sites.
4.5 Public Utilities. Seller represented and warrants
electric suitable for part use on all lots, and all
traffic impact fees for all lots are paid in full.
4.6 Pending Litigation. Seller is not now as party to any
litigation or proceedings affecting the Property, and
to the best of Sellers knowledge none are threatened
which would affect the operation of the subject
property.
5
<PAGE>
4.7 Environmental. To the best of Sellers knowledge.
Seller has not violated in any material way in its
use ownership, or operation of the Property, any
applicable federal, state, or county statutes, laws,
or regulations relating to environmental matters.
Seller has not received any notice or correspondence
from any governmental agency pertaining to hazardous
materials, including notices of injury, potential
proceeding or other action regarding the condition of
the property.
4.8 Business Operations. From the Effective Date to the
Closing, Seller will conduct is business in the
ordinary course subject to terms of this Agreement.
During such period will continue to maintainer and
repair the property in at least the manner in which
Seller has previously maintained and repaired the
Property, ordinary wear and tear excepted, (excluding
the waste water plant and portable water system as to
which this paragraph shall not apply).
4.9 Events Pending Closing and Further Information.
Seller agrees to notify Buyer immediately, in
writing, of any event or condition of which Seller
has knowledge and which occurs prior to Closing
hereunder, which causes a material change in the
facts relating to, or the truth of any of the above
representations.
4.10 Inspection & "AS IS". Buyer acknowledges that it is
knowledgeable and experienced about properties
similar to the Property and that subject to those
representations of Seller set forth herein, it is
relying entirely on its own expertise, and
inspection, and subject only to such representations
takes such property "as is".
Article 5 - Defaults, Remedies
5.1 Default of Buyer. In the event that buyer defaults
with respect to the performance of its obligations
under this Agreement, within the time specified,
including the payment of all deposits, the Escrow
Deposit paid by Buyer and any deposits agreed to be
paid, may be recovered and retained by and for the
account of the Seller as agreed upon liquidated
damages, consideration for the execution of this
Agreement and in full settlement of any claims;
whereupon Buyer and Seller shall be relived of all
obligations under this Agreement, or at Seller's
option, may proceed in equity to enforce Seller's
rights under this agreement. Seller shall have any
other rights or remedies allowed in law or equity.
6
<PAGE>
5.2 Default of Seller. In the event that Seller defaults
with respect to the performance of its obligations
under this Agreement or refuses to perform this
Agreement, the Escrow deposit will, at the election
of buyer, be returned to Buyer on demand to Escrow
Agent, or buyer will have the right to sue Seller for
Specific performance of this agreement, or elect any
other remedy provided by law.
5.3 Attorney Fees and Costs. In the event of default of
either party herein under this agreement, the
prevailing party, in addition to all other remedies
as provided herein, or at law or equity, shall be
entitled to all costs, attorney fees and expenses
incurred herein as a result of, or in connection with
any breach, including, but not limited to all
litigation costs and attorney fees.
Article 6 - Closing Escrow, Closing Documents
6.1 Closing Date Closing will take place on or before
ninety (90) days from the effective date of this
contract. The Closing of this transaction will take
place at the Zephyrhills office of the escrow agent,
or at such other place as mutually agreed to by the
parties.
6.2.3 At the Closing the Seller and as applicable, buyer
shall execute and deliver the following documents in
form acceptable to Buyer.
6.2.4 Sellers Documents
6.2.4 (a) A general warranty deed conveying title to the
Property to buyer, subject only to easements and
restrictions of record.
6.2.4 (b) A general assignment and assumption by Buyer of
all Rental Agreements.
6.2.4 (C) A bill of sale with full title warranties from
Seller to Buyer, conveying the personal property
scheduled in the inventory of personal property
attached as exhibit "B".
6.2.4 (d) A closing statement showing the full purchase
price, and amounts by which the cash portion of the
purchase price will have been completed as of the
Closing Date in the following manner:
A. A current real and personal property taxes
and other assessments relating to the
Property will be prorated as of the day of
Closing.
7
<PAGE>
B. All utility charges will be prorated between
the parties (other than impact fees and
conversion fees which shall be the sole
responsibility of the Buyer).
C. Rents will be prorated as of the day of
closing.
D. Contracts assumed by the Buyer will be
prorated between parties through the day of
Closing.
E. Seller will pay for affixing documentary
stamps to the deed to Buyer, and the cost of
recording any corrective instruments, buyer
will be responsible for the cost to record
the deed to the Property, stamps, intangible
tax & recording fees on any note or mortgage
document.
F. The title insurance premiums for the owner's
policy standard coverage issued pursuant to
the Title Commitment policy will be paid by
the Seller. The Buyer will pay for any
mortgage endorsements it may require.
G. An assignment from Seller to Buyer of all
assignable warranties, claims, guarantees,
if any, on any improvements, fixtures and
personalty included in the Property that
have not expired by lapse of time.
H. A worn affidavit of Seller, prepared against
construction liens.
I. Any such other documents as required to
consummate this agreement.
Article 7 - Brokerage
Buyer and Seller warrant to each other that they have no knowledge of
any real estate broker or agent involved n this transaction or any
commission due or to become due as a result thereof except for Century
21 Bill Nye Realty, Inc. And shall be paid by the Seller, pursuant to a
separate agreement. Each party agrees to indemnify, defend and hold
harmless the other party hereto from any and all loss damage, cost or
expense, including reasonable attorney fees that the other party may
sustain or incur by reason of any claim for a commission by through or
anyone claiming through, or under the indemnifying party.
Article 8 - Conditions Precedent to Buyers Obligation to Close
8.2 Inspection Period: Buyer shall have thirty (30) days
(the
8
<PAGE>
"Inspection Period") from the Effective Date in which
to have such inspections of the Property performed as
Buyer shall desire. Buyer acknowledges and agrees
that the inspection period is sufficient time to make
all inspections of the Property deed necessary by
Buyer prior to Closing. If Buyer determines that the
condition of the Property is not acceptable to Buyer,
Buyer may cancel this Agreement by written notice. If
Buyer has not given notice to Seller canceling this
Agreement on or before the last day of the inspection
period, buyer shall be deemed to have approved its
inspections and waived its right to cancel this
Agreement. In the event the Buyer provides written
notice prior to expiration of the inspection Period
of its intent to cancel this Agreement, the Escrow
deposit shall be returned to Buyer, and buyer and
Seller shall be released of all further obligations
under this Agreement.
Article 9 - Assignment
9.1 Right to Assign Prior to expiration of the inspection
period, the Buyer shall have the right to assign this
their rights under this Agreement to a Florida
corporation or other legal entity, that assumes fully
the buyers obligations hereunder.
Article 10 - Miscellaneous
10.1 Time of the Essence Time is of the essence in this
Agreement and each of its provisions.
10.2 Notices Any notice or demand which must or may be
given under this Agreement or by law must be in
writing and will be deemed to have been given when
delivered in person by hand delivery with receipt
obtained, or by facsimile to the parties at there
respective fax numbers below, or by overnight
delivery next guaranteed, or by being placed in
United States Mail Certified Mail Return Requested,
and in each event to the respective parties at the
following addresses:
IF TO SELLER: Steve McConihay
38615 Lansing Avenue
Zephyrhills, Florida 33540
Facsimile: (813)788-2928
IF TO BUYER: Edgar Fox
c/o Mobilevest, Inc.
5723 U.S. Highway 19, Suite 217
New Port Richey, Florida 34652
Facsimile: (727)843-8340
9
<PAGE>
IF TO ESCROW
AGENT: Century 21 Bill Nye Realty, Inc.
4947 Coats Road
Zephyrhills, Florida 33541
Facsimile: (813) 783-2721
10.3 Radon Gas As provided by Florida law, the following
disclosure is inserted in this Agreement: "RADON GAS:
a radon is a naturally occurring radioactive gas hat
when it has accumulated in a building in sufficient
quantities, may present health risks to persons who
are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found
in buildings in Florida. Additional information
regarding radon testing may be obtained from your
county public health unit.
10.4 Effective Date Unless otherwise set forth herein, the
Effective Date shall be the date of this agreement is
executed by the last of the parties to so execute
this Agreement.
10.5 Counterpart Execution Facsimile: This Agreement may
be executed in several counterparts each of which
shall be fully effective as an original and all of
which together shall constitute one and the same
instrument. A facsimile copy of this Agreement or any
portion hereof, including the signature page of any
party, shall be deemed an original for all purposes.
Article 11 - Time for Acceptance
This Agreement and the Buyer & Seller's obligations are
contingent upon Seller's acceptance within five (5) days of the presentation of
this contract.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year set forth below.
SELLER
Alexander Gregg By: /s/ Alexander Gregg
- --------------------------- ----------------------------
Print Name: Alexander Gregg Dated: 4/27/99
---------------- -------------------------
10
<PAGE>
BUYER
MOBILEVEST, INC.
/s/ Lois Slaski By: /s/ Edgar L. Fox
- --------------------------- ----------------------------
Printed Name: Lois Slaski Dated: 4/27/99
------------- -------------------------
ACCEPTANCE BY ESCROW AGENT
The undersigned escrow Agent (as defined in the Agreement) hereby
accepts and acknowledges receipt of the Escrow Deposit and agrees to hold the
same in escrow subject to the terms of this Agreement, this _______ day of
____________, 1999.
Century 21 Bill Nys Realty, Inc.
By:____________________________
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JAN-01-1998
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<SECURITIES> 0
<RECEIVABLES> 8,570
<ALLOWANCES> 0
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<CURRENT-ASSETS> 20,570
<PP&E> 3,748,616
<DEPRECIATION> 49,122
<TOTAL-ASSETS> 3,846,929
<CURRENT-LIABILITIES> 11,208
<BONDS> 0
0
0
<COMMON> 6,500
<OTHER-SE> 905,742
<TOTAL-LIABILITY-AND-EQUITY> 3,846,929
<SALES> 183,087
<TOTAL-REVENUES> 183,087
<CGS> 297,629
<TOTAL-COSTS> 297,629
<OTHER-EXPENSES> 19,376
<LOSS-PROVISION> (120,061)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (120,061)
<INCOME-TAX> 0
<INCOME-CONTINUING> (120,061)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
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<PERIOD-TYPE> 3-MOS
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<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 31,475
<SECURITIES> 9,375
<RECEIVABLES> 12,205
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<PP&E> 1,582,025
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0
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<TOTAL-LIABILITY-AND-EQUITY> 752,806
<SALES> 116,660
<TOTAL-REVENUES> 116,660
<CGS> 146,343
<TOTAL-COSTS> 146,343
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (27,684)
<INTEREST-EXPENSE> 1,999
<INCOME-PRETAX> (27,684)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,684)
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