FAIRFAX GROUP INC
SC 13D, 1999-05-03
BLANK CHECKS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                          SCHEDULE 13D
           Under the Securities Exchange Act of 1934
                                
                      Fairfax Group , Inc.
- -----------------------------------------------------------------
                        (Name of Issuer)
                                
                 Common Stock, $0.01 Par Value 
- -----------------------------------------------------------------
                 (Title of Class of Securities)
                                
                          30389N 10 7
- -----------------------------------------------------------------
                         (CUSIP Number)
                                
                     David M. Bovi, Esquire
                      David M. Bovi, P.A.
                 319 Clematis Street, Suite 812
                 West Palm Beach, Florida 33401
                         (561) 655-0665
- -----------------------------------------------------------------
  (Name, Address and Telephone Number of Person Authorized to
               Receive Notices and Communications)
                                
                         April 24, 1999
- ----------------------------------------------------------------- 
     (Date of Event which Requires Filing of this Statement)

   If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Sections
240.13d-1(e), 240.13d-1(f) or 240.13d.-1(g), check the following
box [   ].

   NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. 
See Section 240.13d-7(b) for other parties to whom copies are to be
sent.

   * The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.

   The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (However, see the Notes).


<PAGE>    1


CUSIP No.     30389N 10 7
- -----------------------------------------------------------------
1)  Names  of Reporting  Persons/ I.R.S.  Identification  Nos.  of
    Above Persons (entities only): 

                Fred Keller

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

2)  Check the Appropriate Box if a Member of a Group (See
    Instructions)
 
     (a)            
     (b) 
- -----------------------------------------------------------------

3)  SEC  Use  Only      
     
- -----------------------------------------------------------------

4)  Sources  of  Funds  (See  Instructions):     PF
     
- -----------------------------------------------------------------

5)  Check if Disclosure of Legal Proceedings is Required Pursuant
    to Items 2(d) or 2(e)

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

6)  Citizenship  or  Place  of  Organization:     U.S.      
     
Number of          (7)  Sole Voting Power:       5,800,000
Shares Bene-          
ficially           (8)  Shared Voting Power          -0-
Owned by          
Each Report-       (9)  Sole Dispositive Power:  5,800,000
ing Person          
With              (10)  Shared Dispositive Power     -0-

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

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 

     5,800,000

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

12)  Check if the Aggregate Amount in Row (11) Excludes Certain
     Shares (See Instructions)      
     
- -----------------------------------------------------------------

13)  Percent  of Class  Represented  by  Amount  in Row  (11):  

     94.3%     
     
- -----------------------------------------------------------------

14)  Type  of  Reporting  Person  (See  Instructions):   IN

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

<PAGE>    2


Item 1.   Security and Issuer

   This statement relates to the common stock, $0.01 par value
("Common Stock") of Fairfax Group, Inc.  (the "Issuer").  The
principal executive offices of the Issuer are presently located at
6758 N. Military Trail, Suite 303, West Palm Beach, Florida 33407.

Item 2.   Identity and Background

   This statement is filed by Fred Keller, an individual.   Mr.
Keller's principal occupation is that of a self employed real
estate investor.  Mr. Keller's business address is 6758 N. Military
Trail, Suite 303, West Palm Beach, Florida 33407.  

   During the last five (5) years, Mr. Keller has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

   During the last five (5) years, Mr. Keller has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgement, decree or final order enjoining final
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with
respect to such laws.

   Mr. Keller is a citizen of the United States.  


Item 3.   Source and Amount of Funds or Other Consideration

   On June 30, 1995, Fred Keller entered into an agreement with The
Shareholders Trust, a Massachusetts Business Trust representing
shareholders of the Issuer's predecessor corporation, whereby Mr.
Keller received 1,800,000 shares of Common Stock, in exchange for
cash in the amount of $39,000.  The source of the cash was from Mr.
Keller's personal funds.  On September 1, 1995, Fred Keller entered
into an agreement with the Issuer whereby Mr. Keller received
4,000,000 shares of Common Stock, in exchange for the assignment of
all right, title and interest in certain judgements owned by Mr.
Keller and other entities owned and controlled by Mr. Keller. 


Item 4.   Purpose of Transaction

   The purpose of the transaction was to grant control of the
Issuer to Fred Keller. Mr. Keller's 5,800,000 shares of Common
Stock is part of Mr. Keller's investment portfolio.  Mr. Keller is
an affiliate shareholder of the Issuer, and is seeking candidates
for merger with or acquisition by the Issuer.   

   Mr. Keller  reserves the right to actively pursue various
proposals which could relate to or would result in:

      a.     The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;


<PAGE>    3


    b.     An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any
of its subsidiaries;

    c.     A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
 
    d.     Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;

    e.     Any material change in the present capitalization or
dividend policy of the Issuer;

    f.     Any other material change in the Issuer's business or
corporate structure;

    g.     Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;

    h.     Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;

    i.     A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act;  

    j.     Any action similar to any of those enumerated above.    


Item 5.  Interest in Securities of the Issuer

   As of April 24, 1999, the aggregate number and percentage of
class of securities identified pursuant to Item 1 beneficially
owned by each person named in Item 2 may be found in rows 11 and 13
of the cover pages.
 
   The powers of the Reporting person identified in the preceding
paragraph has relative to the shares discussed herein may be found
in rows 7 through 10 of the cover pages.

   No transactions in the class of securities reported on were
effected by any of the persons named in this Item 5 during the past
60 days.


Item 6.   Contracts, Arrangements, Understandings or Relationships
with respect to the Securities of the Issuer.

    Except as set forth elsewhere in this Schedule 13D, there are
no contracts, arrangements, understandings or relationships among 
the Persons named in Item 2 and between such persons and any other
person with respect to any securities of the Issuer, including but
not limited to the transfer of voting of any securities, finder's
fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.


<PAGE>    4

Item 7.   Material to be Filed as Exhibits.

A.   Agreement For the Purchase of Common Stock.
B.   Purchase and Assignment Agreement.

                           SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

Dated: April 28, 1999
                                        

/s/Fred Keller
   Fred Keller









            AGREEMENT FOR THE PURCHASE OF COMMON STOCK

This Agreement, dated this 30th day of June, 1995, by and
between the Shareholder's Trust, ("the Trust") as representatives
of certain shareholders of Resorts Marketing Unlimited, Inc. (" the
company") and Fred Keller, individually ("the buyer") is made for
the purpose of setting forth the terms and conditions upon which
the Trust will sell, on behalf of certain shareholders who are
beneficiaries of the Trust, to the buyer or his nominees, a total
of 1,800,000 free trading shares of Resort Marketing Unlimited
Inc.'s common stock.

In consideration of the mutual promises, covenants and
representations contained herein, the parties agree as follows:

                ARTICLE 1 - SALE OF SECURITIES

Subject to the terms and conditions of this Agreement,
certain Beneficiaries of the Trust agree to sell and the buyer
agrees to purchase 1,500,000 shares of Resort International common
stock for $.02 per share or $30,000 if all are purchased, plus an
additional 300,000 shares for $.03 per share or $9,000, if all are
purchased. The total purchase price if all the shares are purchased
is $39,000 payable in the form of a cashier's check, certified bank
funds or Federal Reserve wire transfer to the Trust's order at the
time that the certificates evidencing ownership of the common stock
of Resort International Inc. are delivered to the buyer and this
Agreement is closed. The Trust warrants that it is lawfully
organized and valid under the laws of the Commonwealth of
Massachusetts as a business trust and is empowered to act in this
capacity.

           ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

As of the closing date as defined in Article IV below, the
Trust, and the shareholders represented therein, represent and
warrant the following to the buyer:

     1.  Organization.  Resort International, Inc. is a
corporation duly organized, validly existing, in good standing
under the laws of the State of Nevada, has all the necessary
corporate powers to own real and personal property, and to carry
on a business. All actions taken by the incorporators, Directors
and/or shareholders of the company have been valid and in
accordance with the laws of the State of Nevada.

     2.  Capital.  The authorized capital stock of the company
consists of 25,000,000 shares of common stock of a single class,
par value $.001. of which 2,150,000 shares are issued and
Outstanding. All outstanding shares are fully paid and non-
assessable, free of liens, encumbrances, options, restrictions and
legal or equitable rights of others not a party to this Agreement.
There are no outstanding subscriptions, options, rights, warrants,
convertible securities or other agreements or commitments
obligating the company to issue or to transfer from treasury any
additional shares of its common stock. None of the outstanding
shares of the company are subject to any stock restriction
agreements. There are 502 bona fide shareholders of the company.
All of the shareholders have valid title to such shares and
acquired their shares in a lawful transaction and in accordance
with Nevada corporate and Federal and state securities law. All of
the shareholders own at least 100 shares of the company's common
stock.

     3.  Financial Statements.  Audited financial statements will
be submitted to the buyer prior to the closing date, These
statements include balance sheets, related statements of income and
retained earnings for the past three years and were prepared
according to generally accepted accounting principals. They fairly
represent the financial position of the company as of the
respective dates and the results of its operations for the periods
indicated. For the past three years, the company has had zero
assets, zero liabilities and zero income.

     4.  Absence of Changes.  Since the date of the last balance
sheet, there has not been any change in the financial condition or
operations of the company.

     5.  Liabilities.  The company did not, as of the date of the
last balance sheet, have any debt, liability or obligations of any
nature, whether accrued, absolute, contingent or otherwise, and
whether due or to become due that is not reflected in the



                           1 of 5

<PAGE>   

corporations balance sheet.

     6.  Tax Returns.   The company has filed all federal, state
and local tax returns required by law and has paid all taxes,
assessments and penalties due and payable. No federal tax returns
have been audited by the Internal Revenue Service or by any state
taxing authority. There are presently no disputes as to taxes of
any nature owned by the company.

     7.  Contracts and Leases.  The company has not carried on any
business within the past five years from the date of this
Agreement. The company is not a party to any contract, agreement
or lease other than its contract with its transfer agent, which the
buyer agrees to honor for a period of one year from the closing
date of this Agreement. No person holds a power of attorney from
the company.

     8.  Compliance with Securities Laws.  The company has
complied with and is not in violation of any federal, state or
local securities statute, law, and/or regulation. The company has
complied with all federal and state securities laws in connection
with the offers for sale, sale and distribution of its securities.

     9.  Public Company Status.  The company represents that it
is a non reporting public company by virtue of the fact that at
least 1,800,000 shares of its outstanding common stock qualify for
free trading status pursuant to Securities and Exchange Commission
Rule 144(K), with these shares being held by approximately 12
shareholders; such Rule providing essentially that the restrictive
requirements of Rule 144 do not apply to securities held by a
person who is not an affiliate of the issuer at the time of sale
and has not been an affiliate during the preceding three (3) months
provided a period of three (3) years has elapsed sine the later of
the date the securities were acquired from the issuer or from an
affiliate of the issuer. Pursuant to this paragraph, the seller
will provide an opinion of counsel as to the public trading status
of the common stork of the company. In general and for the purposes
of this Agreement, a non reporting public company is defined as a
company that is not registered with the United States Securities
and Exchange Commission, does not make periodic reports to the
Commission and does not have a Commission file number.

     10.  Ability to Carry Out Obligations.  Trust, and the
shareholders therein, have the right, power and authority to enter
into and perform their obligations under this Agreement. The
execution of this Agreement by the Trust and the performance by the
shareholders of their obligations thereunder will not cause,
constitute or conflict with or result in (a) any breach or
violation of any provision of or constitute a default under any
license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaws, or other agreement or instrument to which
the company or the Trust or the company's shareholders are a party,
or by which they may be bound, nor will any consents or
authorizations of any party other than those hereto be required,
or (b) an event that would cause the company to be liable to any
party, or (c) an event that Would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of the
company or upon the securities of the company to be acquired by the
buyer.

     11.  Litigation.  The company is not and has not been a party
to any suit, action, arbitration, legal, administrative or other
proceeding, or pending governmental investigation. To the best
knowledge of the company's management, there is no basis for any
such action or proceeding and no such action or proceeding is
threatened against the Company. The company is not subject to or
in default of any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency or
instrumentality.

     12.  Conduct of Business.  Between the execution of this
Agreement and the closing date, the company will not conduct any
business.

     13.  Documents.   As soon as practical after the execution
of this Agreement, all of the following documents currently in the
possession of the company or the Trust will be provided to the
buyer or his representatives:

     1.   Articles of Incorporation, with amendments, if any, thereto.

     2.   Bylaws.

     3.   Minutes of shareholders meetings.

     4.   Minutes of Board of Directors meetings.

     5.   List of officers and directors.


                                2 of 5

<PAGE>

     6.   Shareholders list and contract with the company's transfer
          agent.

     7.   Original audited financial statements.

     8.   Copies of federal income tax returns for the past three years.

     9.   Name and address of the company's transfer agent and contract
          with said agent.

     10.  Certificate of Corporate Existence dated within 90 days of the
          date of this Agreement.

     11.  A opinion letter from the company's counsel, reflecting the
          availability to shareholders of an exemption under Rule 144K
          to freely transfer shares of the company's stock as described
          in paragraph 9 above.

     14.  Closing Documents.  All minutes, consents or other
documents pertaining to the company to be delivered at closing
shall be valid and in accordance with Nevada corporate law.


      15.  Title.  The Trust, and the shareholders represented
therein, have good and marketable title to all of the securities to
be sold to the buyer pursuant to this Agreement. The securities to
be sold to the buyer will be, at closing, free and clear of all
liens, security interest, pledges, charges, claim, encumbrances and 
restrictions of any kind. None of such shares are or will be
subject to any voting trust or agreement. No person holds or has
the right to receive any proxy or similar instrument with respect
to such shares. Except as provided in this  Agreement, neither the
Trust nor the shareholders represented therein are parties to any
agreement which offers or grants to any person the right to
purchase or acquire any of the securities to be sold to the buyer.
There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the purchase of
the shares by the buyer, impair, restrict or delay the buyer's
voting rights with respect to the shares.

     16.  Full Disclosure.  None of the representations and
warranties may by the Trust, the shareholder represented therein,
or in any certificate or memorandum furnished to or to be furnished
by the Trust, or on their behalf, contains or will contain any
untrue statement of a material fact, or omit any material fact that
omission of which would be misleading.

                    ARTICLE 3 - CLOSING

In the closing of this transaction shall occur when all of
the documents and/or consideration described below have been
delivered to a agreed upon third party acting as an escrow agent,
but not later than July 1995. As part of the closing, the following
documents, in addition to those described in Article 2, Paragraph
13 above shall be delivered:

By the Trust:

     1.  Original certificates in the names or each shareholder
         represented by the 'Trust.

     2.  Stock powers, properly signed with signatures guaranteed, in
         good transferable form.

     3.  A resolution of the Board of Directors, dated the closing date,
         appointing the nominees of the buyer as directors of the company.

     4.  The resignation of all officers and directors, time dated
         subsequent to the resolution described in (3) above.

     5.  All of the remaining business and corporate records of the
         company not already provided.

     6.  Such other minutes of a special meeting of the company's
         directors as may reasonably be required by the buyer.



                               3 of 5

<PAGE>

By the buyer:

1. A cashier's or certified check or Federal Reserve wire
transfer instructions and receipt therefore from the bank effecting
the wire transfer in U.S. dollars drawn on or wired from a United
States Bank located within the contiguous 48 states in the amount
of $39,000.00 or such other amount representing the purchase price
due to the Trust. Said check or wire transfer will be made payable
to the Shareholders Trust, which will disburse the funds to the
individual shareholders.

                    ARTICLE 4 - REMEDIES

     1.  Arbitration.  Any controversy or claim arising out of,
or relating to, this Agreement or to the making performance, or
interpretation thereof, shall be settled by arbitration in the
State of Nevada, the state of the company's incorporation, in
accordance with the Rules of the American Arbitration Association
then existing, and judgment on the arbitration award may be entered
in any court have jurisdiction over the subject matter of the
controversy.

     2.  Termination.  Either party may terminate this Agreement
by written notification to the other party, prepaid first class
mail or other means of communication, of its intention to
terminate. In the event of termination by either party, the escrow
agent shall, within 2 business days, return all documents in its
possession to the Trust and all funds to the buyer, this Agreement
shall be null and void and the obligations of the pat-ties shall
cease.

     3.  Indemnification.  The Trust and the shareholders
represented therein, jointly and severally, agree to indemnify the
buyer, to the maximum extent permitted by law, against all losses,
claims, damages, liabilities and expenses (including reasonable
attorney's fees) caused by (1) any inaccuracy in any representation
or warranty of the Trust contained herein, or (2) any material
misstatement of a material fact or omission to state a material
fact required to be stated herein or necessary to make the
statements herein (or any other statements made to the buyer) not
misleading.

                  ARTICLE 5 - MISCELLANEOUS

     1.  Captions and Headings.   The Article and paragraph
heading throughout this Agreement are for convenience and reference
only, and shall in no way be deemed to define, limit or add to the
meaning of any provision of this Agreement.

     2.  No Oral Change.   This Agreement and any provision
hereof, may not be waived, changed, modified, or discharged orally
but only by art agreement of the parties in writing,

     3.  Non waiver.  No waiver of any covenant, condition, or
provision of this Agreement shall be deemed to have been made
unless expressly assented to in writing.

     4.  Time of Essence.  Time is of the essence of this
Agreement and each and every provision hereof.

     5.  Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings.

     6.  Counterparts.  This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.

     7.  Notices.  All notices, requests, demands, and other
communication under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of service, if served
personally on the party to whom notice is given, or on the third
day after mailing if mailed to the party to whom notice is to be
given, if mailed by first class mail, postage prepaid, and properly
addressed to the address for the respective parties as shown on the
signature page of this Agreement.

     8.  Binding Effect.  This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this Agreement.



                               4 of 5

<PAGE>

     9.   Effect of Closing.  All representations, warranties,
covenants, and agreements of the parties contained in this
Agreement, or in any instrument, certificate, opinion, or other-
writing provided for in it, shall be true and correct as of the
date of the closing and shall survive the closing of this
Agreement.

     10.  Mutual Cooperation.  The par-ties hereto shall cooperate
with each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other and
further actions as may be necessary or convenient to effect the
transaction described herein.

     AGREED AND ACCEPTED as of the date first written above.

/s/
For the Trust                     Fred Keller

11011 North 2nd St., Ste 2082     4365 Okeechobee Blvd., Ste B-10
Scottsdale, AZ 86260              West Palm Beach, FL 33409

  (602) 451-9605      Voice Phone       (407) 689-0307
  (602) 451-9754      Facsimile Phone   (407) 686-9911












                                  5 of 5



               PURCHASE & ASSIGNMENT AGREEMENT

THIS AGREEMENT is by and between Fairfax Group, Inc., a Nevada
corporation as Buyer, and Fred Keller, Trustee, an Seller, of
certain Judgments more fully described in "Exhibit A" attached
hereto.

1.  Assets Purchased.  Buyer will purchase from Seller a number
of judgments as detailed in "Exhibit A" of this agreement.  The
Seller agrees to notify the Buyer of any material change, sale, 
or other events effecting said judgments prior to final
consummation of this transaction.

2.  Purchase Price.  It in agreed that the Buyer will pay to the
Seller for the assets purchased $100,000.00 (One Hundred Thousand
dollars). Said payment will be in the form of shares of common
stock in the Buyer's corporation, Fairfax Group, Inc.  The number
of now shares to be issued to the Seller shall be 4,000,000 (Four
Million) with a value of $.025 each.

3.   The Seller agrees to provide any supporting documentation he
may have available, at the Buyers request, which may assist in the
collection of said judgments.

4.  The Seller agrees to notify Buyer of any and all contacts or
offers to settle which may be made by the debtors of said Judgments
to the Seller,

5.  Seller agrees to forward any and all payments which may be
received for the purposes of reducing the balance of any of said
judgments to the Buyer.

                             /s/Gregory A. Youngs
                             Gregory A. Youngs for
                             Fairfax Group, Inc.

Agreed & Accepted:

                            /s/Fred Keller, Trustee
                            Fred Keller, Trustee

                            September 1, 1995



<PAGE>


                 ASSIGNMENT OF JUDGMENTS

FOR VALUE RECEIVED the undersigned (Assignor) hereby assigns,
transfers and sets over unto Fairfax Group, Inc., a Nevada
corporation (the Assignee), all right, title and interest in those
certain judgments described in "Exhibit A" attached hereto bearing
the dates and in the principal amounts not forth in said Exhibit.

THIS assignment in made for the benefit of the Assignee, its legal
representatives, successors and assigns, and is made without
representation or warranty except that Assignor represents that
Assignor owns said judgments, and has not heretofore assigned,
transferred or hypothecated same.

Dated as of September 1, 1995

Assignor:

/s/Fred Keller, Trustee
FRED KELLER, TRUSTEE


<PAGE>

                               FRED KELLER, TRUSTEE

Schedule of Outstanding Judgments and Accrued Interest            Schedule A
Circuit Court-355-2986

<TABLE>
<CAPTION>

                                         Date of    Palm Beach Cty         Interest  Judgements      Total Cost    Judgements
NAME OF DEBTOR                           Judgmt     Recordation            Rate      Net of Adjust      thru       Net of Adjust
                                                                                                      12/31/98     Plus Interest
<S>                                      <C>        <C>                    <C>       <C>             <C>           <C>
11 Chmielewski, Walter & Geraldine       04/24/83   MO-82-12599-C*         12.00%      3,853.40        7,259.17     11,112.57
10 Chmielewski, Walter & Geraldine       12/15/83   OR BOOK-5922 PG-1261   12.00%     46,445.70       83,907.66    130,353.36
46 Pelkey, William                       10/23/85   OR BOOK-4703 PG-568    12.00%      1,980.26        3,136.08      5,116.34
17 Cumbie, Philip                        06/30/86   OR BOOK-4941 PG-544    12.00%      5,000.00        7,507.40     12,507.40
53 Riggs, Benny                          11/10/86   OR BOOK-5148 PG-1446   12.00%      1,985.76        2,894.75      4,680.51
32 Harouche, Sam                         08/27/87   OR BOOK-5401 PG-0998   12.00%      1,639.75        2,234.01      3,873.76
70 Yeager, Jim                           10/07/87   OR BOOK-5445 PG-623    12.00%      2,006.56        2,706.71      4,713.27
15 Contogouris, Spyro                    01/12/88   OR BOOK-5543 PG-1992   12.00%     12,085.00       15,916.44     28,001.44
66 Weatherbee, Lynn                      01/26/88   OR BOOK-5574 PG-347    12.00%      2,496.13        3,276.02      5,772.15
65 Vasques, Victor                       04/01188   OR BOOK-5621 PG-1 011  12.00%     13,920.10       17,957.23     31,887.33
45 Oquendo, Roberto                      06/07188   OR BOOK-5695 PG 262    12.00%      1,955.10        2,480.46      4,435.56
26 Gerrard, Ed                           06/07/88   OR BOOK-5695 PG-260    12.00%      4,456.90        5,654.52     10,111.42
35 Jenner, Margaret                      09/14/98   OR BOOK-5807 PG- 1100  12.00%        682.28          843.41      1,525.69
12 Clark, Jerome                         12/20/88   88-13820-CF*           12.00%      1,500.00        1,806.41      3,306.41
61 Sutherland, Lincoln/Gale, Glenton     09/29/89   OR BOOK-6225 PG-994    12.00%      5,628.00        6,254.02     11,882.02
25 Fuchs, Don                            10/26/89   OR BOOK-6255 PG-1767   12.00%      2,737.00        3,017.15      5,754.15
37 Kencl, Claude                         11/08189   OR BOOK-6262 PG-1890   12.00%      3,276.00        3,597.32      6,873.32
34 Horner, Rosemarie                     02/25/90   OR BOOK-6376 PG-50     12.00%      1,051.44        1,116.89      2,168.33
64 Triviis, Demosthenes                  02/27/90   OR BOOK-6785 PG-368    12.00%        992.29        1,053.40      2,045.69
7  Butler, Kevin and McVeigh, James      03/29/90   OR BOOK-6411 PG-1673   12.00%      2,210.75        2,325.10      4,535.85
42 Mattioli, Thomas                      04/12/90   OR BOOK-6831 PG-399    12.00%      1,493.70        1,564.09      3,057.79
36 Kattoura, Michael                     04/17/90   OR BOOK-6426 PG-ID05   12.00%      6,145.73        6,425.23     12,570.96
49 Philleson, Phillip                    04/30/90   OR BOOK-6831 PG 396    12.00%      5,044.89        5,252.77     10,297.66
55 Rocmora, Hubert                       05/23/90   OR BOOK-6492 PG-1092   12.00%     10,713.50       11,073.94     21,787.44
62 SvAtzer, Charles                      07/17/90   OR BOOK-6539 PG-487    12.00%      4,686.87        4,759.81      9,446.68
63 Trauger, Edward D,                    07/23/90   OR BOOK-6539 PG-494    12.00%      6,831.04        6,923.87     13,754.91
24 Franco, Joseph                        08/16/90   OR BOOK-6556 PG-1466   12.00%      3,028.60        3,045.86      6,074,46

</TABLE>

<PAGE>


                               FRED KELLER, TRUSTEE

Schedule of Outstanding Judgments and Accrued Interest            Schedule A
Circuit Court-355-2986

<TABLE>
<CAPTION>

                                         Date of    Palm Beach Cty         Interest  Judgements      Total Cost    Judgements
NAME OF DEBTOR                           Judgmt     Recordation            Rate      Net of Adjust      thru       Net of Adjust
                                                                                                      12/31/98     Plus Interest
<S>                                      <C>        <C>                    <C>       <C>             <C>           <C>
27 Gonyeau, Bill/Gonyeau, Dolores        08/28/90   OR BOOK-6568 PG-436    12.00%     3,293.74         3,299.52      6,593.26
39 Ladson, Dennis                        09/19/90   OR BOOK-6595 PG-I 151  12.00%     1,707.54         1,698,18      3,405.72
60 Stevens, Thomas                       09/2l/90   OR BOOK-6602 PG-I 106  12.00%       914.45           908.84      1,823.29
23 Finoccharo, David                     10/04/90   OR BOOK-6607 PG-1035   12.00%     1,215.84         1,203.18      2,419.02
50 Price, Mitchell/Price, Edwm           10/16/90   CL-90-8463-AF*         12.00%    14,777.77        14,565.62     29,343.39
21 Exaus, Roger                          11/30/90   MS-90-16175-RJ*        12.00%       256.00           248.54        504.54
20 Dunn, Lois                            12/06/90   OR BOOK-6675 PG-1654   12.00%       857.25           830.57      1,687.82
28 Gonyeau, Bill/Gonyeau, Dolores        12/07/90   OR BOOK-6675 PG-1653   12.00%       400.00           387.42        787.42
71 Young, Barrington                     01/29191   OR BOOK-6730 PG-1 82   12.00%     5,O0O.00         4,755.62      9,755.62
48 Philleson, Phillip                    04/12191   OR BOOK-6831 PG 397    12.00%     3,707.62         3,437.42      7,145.04
41 Matboh, Thomas                        04/15/91   OR BOOK-6791 PG-336    12.00%     1,567.50         1,451,72      3,019.22
58 Sriedinski, Andrizej                  08/06/91   OR BOOK-6942 PG-183    12.00%     3,090.93         2,747.79      5,838.72
47 Philleson, Phillip                    09/04/91   OR BOOK-6950 PG 1589   12.00%    10,028.04         8,819.18     18,847.22
9  Chapman, Allen                        09/12/91   OR BOOK-6954 PG 190    12.00%    22,503.22        19,731.32     42,234.54
8  Castro, Gilbert                       09/23/91   OR BOOK-7010 PG-1456   12.00%     2,200.00         1,921.05      4,121.05
67 Willis, Grady A.                      11/08/91   OR BOOK-7052 PG-986    12.00%    25,443.80        21,832.87     47,276.67
18 Danny's Kitchen Cabinets, Inc.,
   Jose Cardenas, Reg, Age               01/22/92   OR BOOK-7139 PG-420    12.00%   144,438.50       120,378.61    264,817,11
51 Richard R & Ivette S. Blazquez        01/23/92   OR BOOK-7096 PG896     12.00%    22,879.58        19,060.88     41,940.46
29 Hahn, Clem & Malacuski, Anthony       03/16/92   OR BOOK-7226 PG-1850   12.00%     1,243.50         1,014.29      2,257.79
52 Rifenberg, Ron                        05/14/92   BOOK-7274 PG-811&812   12.00%     7,720.80         6,147.87     13,868,67
1  Adams, Trell                          06/29/92   OR BOOK-7320 PG-1499   12.00%    15,767.02        12,316.42     28,083.44
6  Brinkley, Jr., Allen(Alan)            07/16/92   OR BOOK-7322 PG-1703   12.00%   103,993.21        80,583.34    184,486.55
30 Haley, David                          08/13/92   OR BOOK-7358 PG-1160   12.00%    47,665.00        36,528.37     84,193.37
5  Brady A. David                        10/01/92   OR BOOK-8190 PG-779    12.00%    24,750.00        18,568.60     43,318.60
57 Singh, Roger                          01/20/93   OR BOOK-756OPG-279     12.00%    32,229.00        23,003.56     55,232.56
40 Lahti, Tracy                          07/30/93   MC-93-07026-RE         12.00%     5,089.49         3,313.05      8,402.54

</TABLE>


<PAGE>


                               FRED KELLER, TRUSTEE

Schedule of Outstanding Judgments and Accrued Interest            Schedule A
Circuit Court-355-2986

<TABLE>
<CAPTION>

                                         Date of    Palm Beach Cty         Interest  Judgements      Total Cost    Judgements
NAME OF DEBTOR                           Judgmt     Recordation            Rate      Net of Adjust      thru       Net of Adjust
                                                                                                      12/31/98     Plus Interest
<S>                                      <C>        <C>                    <C>       <C>             <C>           <C>

3  Aragco, Inc.& William Greenfield      05/17/94   OR BOOK-8285 PG1353    12.00%     50,753.90        28,183.01     78,936.91
2  Anderson, Eston                       06/09/94   OR BOOK-8424 PG-407-40 12.00%        529.90           290.24        820.14
69 Woodard, Tony                         07/20/94   OR BOOK-8424 PG-406    12.00%      2,855.09         1,525.32      4,380.41
16 Cote, Deborah                         02/15/95   OR BOOK-8628 PG1074     8.00%      8,312.00         2,577.86      2,889.86
59 Stevens, Duke & Mary                  05/18/95   OR BOOK-8975 PG-453     8.00%    227,847.54        66,069.54    293,917.08
                                                                                     ==========       ==========  ============
                 Number of judgments:    58                                          946,794.98       721,399.52  1,668,194.50


</TABLE>



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