PISMO COAST VILLAGE INC
10-Q, 1999-02-11
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES
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<PAGE>

               QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS

                                   FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(MARK ONE)

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

                  For the quarterly period ended December 31, 1998

[  ]              TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  EXCHANGE ACT

                  For  the transition period from _____ to ______

                         Commission file number #0-8463

                            PISMO COAST VILLAGE, INC.
- -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

       California                                            95-2990441
- -------------------------------------------------------------------------------

(State or other jurisdiction of                    (IRS Employer I.D. Number)
incorporation or organization)

            165 South Dolliver Street, Pismo Beach, California 93449
- -------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                   (Issuer's telephone number) (805) 773-5649


   (Former name, former address and former fiscal year, if changed since last
                                    report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes _____  No _____

                                  FORM 10-QSB

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: -1800-


Page 1 of 17

<PAGE>


                                     PART I

                                   ----------

                              FINANCIAL INFORMATION

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


ITEM 1 - FINANCIAL STATEMENTS

The following financial statements and related information are included in this
Form 10-QSB, Quarterly Report.

                  1.  Accountants Review Report

                  2.  Balance Sheets

                  3.  Statement of Operations and Retained Earnings (Deficit)

                  4.  Statement of Cash Flows

                  5.  Notes to Financial Statements (Unaudited)

The financial information included in Part 1 of this Form 10-QSB has been 
reviewed by Glenn, Burdette, Phillips and Bryson, the Company's Certified 
Public Accountants, and all adjustments and disclosures proposed by said firm 
have been reflected in the data presented. The information furnished reflects 
all adjustments which, in the opinion of management, are necessary to a fair 
statement of the results for the interim periods.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
         OF OPERATIONS

STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information included herein contains statements that may be 
considered forward-looking statements within the meaning of Section 21E of 
the Securities Exchange Act of 1934, such as statements relating to 
anticipated expenses, capital spending and financing sources. Such 
forward-looking information involves important risks and uncertainties that 
could significantly affect anticipated results in the future and, 
accordingly, such results may differ from those expressed in any 
forward-looking statements made herein. These risks and uncertainties 
include, but are not limited to, those relating to competitive industry 
conditions, California tourism and weather conditions, dependence on existing 
management, leverage and debt service, the regulation of the recreational 
vehicle industry, domestic or global economic conditions and changes in 
federal or state tax laws or the administration of such laws.

RESULTS OF OPERATIONS

The Company develops its income from two sources: (a) Resort Operations, 
consisting of revenues generated from RV site rentals, from RV storage space 
operations, and from lease

Page 3 of 17

<PAGE>


revenues from restaurant, laundry, and arcade operations by third party 
lessees; and (b) Retail Operations, consisting of revenues from general store 
operations and from RV parts and service operations.

Income from Resort Operations for the three-month period ended December 31, 
1998, increased $17,166, or 4.2%, from the same period in 1997. This increase 
is a result of favorable weather conditions and a 10.4% increase in paid site 
occupancy. RV storage income grew to a 1.5% increase above the same 
three-month period last year ending on December 31, 1997, primarily due to 
obtaining full occupancy of the storage operation. Income from retail 
operations increased by $ 10,128, for the three-month period ended December 
31, 1998, 11.1% above the same period in 1997. This increase is primarily a 
result of continuing growth in the RV repair and parts store. Interest income 
increased 79.8% for the three-month period ended December 31, 1998, over the 
same period in 1997 due to increased cash reserves in anticipation of major 
capital expenditures. The Company anticipates continued moderate growth in 
both income from resort operations and in retail operations.

On December 31, 1998, the Company closed escrow on a property previously 
reported as placed in escrow on April 20, 1998. This property will be 
developed to provide additional RV storage capacity. The Company has acquired 
new financing for the purpose of purchasing and developing this property.

On October 26, 1998, a mutual agreement was reached to terminate the existing 
restaurant lease with the current operator. Based on historical information, 
local competition, limited visibility, and insufficient parking, the 
restaurant does not appear to be cost effective. With support of the Board of 
Directors, management has decided to utilize the restaurant facility for 
other activities. These activities may include group meetings, catered 
functions, seasonal snack bar, or Company sponsored special events.

Operating expenses for the three-month period ending December 31, 1998, 
decreased $20,560, or 4.2%, below the same period ended December 31, 1997. 
This decrease is primarily due to lower resort maintenance expenditures, 
primarily vehicles and equipment costs, labor, and advertising. Other 
operating costs remain consistent with the prior year and are considered well 
managed to create an effective operation.

Cost of Goods Sold expenses for the three-month period ended December 31, 
1998, are 58.0% compared to 56.2% for the same period in 1997, which is well 
within the guidelines established by management for the individual category 
sales of RV supplies and General Store merchandise.

Interest expense for the three-month period ended December 31, 1998, was at 
zero, down from $100 for the same period in 1997. This reduction is the 
result of the Board's decision to eliminate all outstanding debt in September 
1997. The Company has renewed its $150,000 line of credit.

Loss before provisions for taxes on income for the three-month period ended 
December 31, 1998, decreased by $48,820 below the same period in 1997. This 
decrease of loss is a result of increased resort income and managed operating 
expenses. Losses during this period are directly

<PAGE> 4 of 17

attributed to and are consistent with seasonal occupancy of a 
tourist-oriented business.

Published occupancy rates for resort operations have remained consistent for 
the past three years. These rates are formally reviewed annually by the Board 
of Directors and were last changed in October 1994. Management has introduced 
various marketing promotions with reduced rates to increase revenues during 
low occupancy periods. The Company, during these three years, has seen some 
of its fixed and variable costs increase and decrease and has not seen any 
significant trend to warrant an increase in rates. However, due to the nature 
of business and economic cycles and trends, rates may be adjusted accordingly 
if deemed necessary. Although the supply-demand balance generally remains 
favorable, future operating results could be adversely impacted by weak 
demand. This condition could limit the Company's ability to pass through 
inflationary increases in operating costs as higher rates. Increases in 
transportation and fuel costs or sustained recessionary periods could also 
unfavorably impact future results. However, the Company believes that its 
financial strength, and market presence will enable it to remain extremely 
competitive.

LIQUIDITY

The Company plans capital expenditures of $920,000 in Fiscal Year 1999 to 
continue its enhancement of resort facilities by renovation of the 
reservation/accounting building, maintenance area improvements, and the 
purchase and development of additional RV storage property. During the first 
quarter of Fiscal Year 1999, a county use permit for RV storage was obtained 
for a property purchased by the company on December 31, 1998. The Company 
acquired new financing for the purchase and development of the storage 
property. The construction of the new maintenance building began during the 
first quarter and completion is expected in the second quarter. The 
reservation/accounting building renovation is expected to begin during the 
second quarter. Funding for these projects is expected to be from revenue 
generated from the normal course of business. The Company's current cash 
position as of December 31, 1998, is $657,410 which is 96% more than the same 
position in 1997. This increase in cash is the direct result of retirement of 
all long term debt during Fiscal Year 1997 and in anticipation for this 
year's large capital expenditures. The Company has taken steps to renew a 
$150,000 line of credit to insure funds will be available, if required.

Accounts payable and accrued liabilities decreased $33,581 from the same 
period last year. The previous year reflected the purchase of the emergency 
generator and substantial equipment repair costs. All undisputed payables 
have been paid in full accordingly to the Company's policy.

Expenditures are consistent with prior years' operations and are expected to 
provide adequate resources to support the amounts committed to complete the 
authorized capital projects during the fiscal year. Fourth quarter site 
occupancy and storage fill are expected to be consistent with that of the 
past year. Capital projects are designed to enhance the marketability of the 
camping sites and enhance support facilities. Capital projects not completed 
prior to our busy season will be completed after Labor Day.

YEAR 2000 COMPLIANCE

Year 2000 compliance within the Company's computerized systems, and the 
readiness of


Page 5 of 17


<PAGE>

associated vendors has required ongoing assessment. The Company has retained 
the services of a consultant to identify any and all hardware and software 
systems which may need to be upgraded or replaced. All of the Company's 
integral systems, such as reservations and accounting, have been upgraded 
within the past year. The Company presently believes that by modifying 
existing software, the Company's computer systems will not experience 
material operational problems as a result of the year 2000 issue. However, if 
such modifications are not made, or are not timely completed, the year 2000 
issue could have a material adverse impact on the operations of the Company. 
The most significant disruption would impact customer billings and 
collections and resort reservations.

Vendors, financial institutions, service providers, and the stock transfer 
agency are providing statements regarding their level of readiness or 
compliance. Some Company functions could be disrupted if these businesses do 
not become year 2000 compliant within the required time frame.

The Company anticipates completing the year 2000 project by June 1, 1999, 
with an estimated cost of less than $25,000. The Company does not presently 
have a formal contingency plan, because it believes the necessary 
modifications will be completed in the required time frame. However, should 
it become evident that the year 2000 modifications will not be completed on a 
timely basis, the Company will explore alternatives to achieve compliance.

The costs of the project and the date on which the Company believes it will 
complete the year 2000 modifications are based on management's best estimates 
which were derived utilizing numerous assumptions of future events. However, 
there can be no assurance that these estimates and timetable will be 
achieved, and actual results could differ materially from those anticipated.

                           PART II - OTHER INFORMATION

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


ITEM 1 -      LEGAL PROCEEDINGS

              Not Applicable

ITEM 2 -      CHANGES IN SECURITIES

              Not Applicable

ITEM 3 -      DEFAULTS UPON SENIOR SECURITIES

              Not Applicable

Page 6 of 17


<PAGE>

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

              The annual meeting for the shareholders of Pismo Coast
              Village, Inc., was held Saturday, January 16, 1999, at 9:00
              a.m. at the South County Regional Center, 800 West Branch
              Street, Arroyo Grande, California 93420. At that meeting the
              following Directors were elected to serve until the annual
              meeting in January 2000, or until successors are elected and
              have qualified. Following each elected Director's name is the
              total number of votes cast for that Director:

                       Allard, Howard                             930
                       Barton, Emily                              914
                       Bianchi, Donald                            919
                       Brittain, Kurt                             931
                       Brown, Albert                            1,089
                       Buchaklian, Harry                          901
                       Drake, Frank                               860
                       Gould, Norman                              919
                       Hinds, Jr., Edward                         851
                       Hughes, Terris                             844
                       Keller, Larry                              931
                       Nunlist, Ronald                            951
                       Pettibone, Jerald                          912
                       Proschold, Richard                         843
                       Rourke, Thomas                             854
                       Valentia, Henry                            869
                       Williams, Jack                             863
                       Zahka, Charles                             872

Further, the following additional matters were voted upon at the meeting, and 
the number of affirmative votes and negative votes cast with respect to each 
such matter is set forth below:

         (a) A proposal to approve the selection of Glenn, Burdette, Phillips
         and Bryson to serve as independent certified public accountants for the
         Company for the Fiscal Year 1998-1999.

                 AFFIRMATIVE VOTES                           NEGATIVE VOTES
                       880                                         8

ITEM 5 -          OTHER INFORMATION

The annual meeting of the stockholders of Pismo Coast Village, Inc., was held 
Saturday, January 16, 1999, at 9:00 a.m. at the South County Regional Center, 
800 West Branch Street, Arroyo Grande, California 93420. Following that 
meeting, the newly elected Board held a reorganizational meeting at which the 
following officers were elected to serve until the next Annual Stockholders 
Meeting:

<TABLE>
<CAPTION>

<S>         <C>                                        <C>
            President                                  Jerald Pettibone
            Executive Vice President                   Frank Drake

Page 8 of 17


<PAGE>


            V.P. - Finance/Chief Financial Officer      Jack Williams
            V.P. - Policy                               Thomas Rourke
            V.P. - Secretary                            Edward Hinds, Jr.
            Assistant Corporate Secretary               Jay Jamison

ITEM 6 -    EXHIBITS AND REPORTS ON FORM 8-K


   (a)      Exhibit Index:

                                                                      SEQUENTIAL
            EXHIBIT NUMBER             ITEM DESCRIPTION              PAGE NUMBER

                27                Financial Data Schedule                     **
                99                Accountant's Review Report

</TABLE>


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


Page 9 of 17

<PAGE>


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant 
caused this report to be signed on its behalf by the undersigned thereunto 
duly authorized.

PISMO COAST VILLAGE, INC.

Date: _________________________________

Signature:______________________________
Jerald Pettibone, President

Date: _________________________________

Signature:______________________________
Jack Williams, V.P. - Finance / Chief Financial Officer

Date: _________________________________

Signature:______________________________
Linda Davidson, Controller / Principal Accounting Officer


Page 10 of 17


<PAGE>
                            PISMO COAST VILLAGE, INC.
                                 BALANCE SHEETS
                DECEMBER 31, 1998 AND 1997 AND SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,           SEPTEMBER 30,            DECEMBER 31,
                                                                          1998                    1998                    1997
                                                                      ------------           -------------            ------------
                                                                      (Unaudited)              (Audited)              (Unaudited)
<S>                                                                   <C>                    <C>                      <C>
                            ASSETS
CURRENT ASSETS

Cash and cash equivalents                                             $   657,410               $ 831,756            $   335,302

Accounts receivable                                                        13,109                  10,495                 11,486
Inventory                                                                  69,061                  66,723                 68,915
Current deferred taxes                                                     33,000                  22,000                 56,000
Prepaid income taxes                                                                                                      24,551
Prepaid expenses                                                           33,885                  48,186                 38,831
                                                                    -------------            ------------          -------------
     Total current assets                                                 806,465                 979,160                535,085

PISMO COAST VILLAGE RECREATIONAL
   VEHICLE RESORT AND RELATED ASSETS -

   Net of accumulated depreciation                                      5,787,116               5,337,587              5,532,012

OTHER ASSETS                                                               10,624                  68,624                  4,770
                                                                     ------------              ----------              ---------
     Total Assets                                                      $6,604,205              $6,385,371             $6,071,867
                                                                     ------------              ----------             ----------
                                                                     ------------              ----------             ----------

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities                             $     84,745              $  123,415            $   118,326
Accrued salaries and vacation                                              38,000                  45,540                 37,416
Rental deposits                                                           176,211                 214,705                143,434
Income tax payable                                                                                 45,000                      
                                                                     ------------              ----------             ----------
     Total current liabilities                                            298,956                 428,660                299,176

LONG-TERM LIABILITIES

Long-term deferred taxes                                                   73,000                  74,000                 76,000
Long-term debt                                                            395,000                                           
                                                                     ------------              ----------             ----------
     Total liabilities                                                    766,956                 502,660                375,176
                                                                     ------------              ----------             ----------
STOCKHOLDERS' EQUITY

Common stock - no par value, issued
   and outstanding 1,800 shares                                         5,647,708               5,647,708              5,647,708
Retained earnings                                                         189,541                 235,003                 48,983
                                                                     ------------              ----------             ----------
     Total stockholders' equity                                         5,837,249               5,882,711              5,696,691
                                                                     ------------              ----------             ----------
     Total Liabilities and Stockholders' Equity                        $6,604,205              $6,385,371             $6,071,867
                                                                     ------------              ----------             ----------
                                                                     ------------              ----------             ----------
</TABLE>
See accountants' review report.

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

Page 12 of 17

<PAGE>

                            PISMO COAST VILLAGE, INC.
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
                                                                                          1998                      1997
                                                                                          ----                      ----
<S>                                                                                   <C>                        <C>
INCOME
Resort operations                                                                      $  430,740              $  413,574
Retail operations                                                                         101,444                  91,316
Interest income                                                                             6,028                   3,350
                                                                                       ----------              ----------
     Total income                                                                         538,212                 508,240
                                                                                       ----------              ----------
COSTS AND EXPENSES

Operating expenses                                                                        464,574                 485,134 
Cost of goods sold                                                                         58,800                  51,288 
Depreciation                                                                               78,300                  84,000 
Interest expense                                                                                                      100
                                                                                               --           -------------
     Total costs and expenses                                                             601,674                 620,522
                                                                                       ----------              ----------
LOSS BEFORE PROVISION FOR TAXES ON INCOME                                                  63,462)               (112,282)

Income tax benefit                                                                        (18,000)                (35,000)
                                                                                       ----------              ----------

NET LOSS                                                                                  (45,462)                (77,282)

Retained Earnings

BEGINNING OF PERIOD                                                                       235,003                 126,265
                                                                                       ----------              ----------

END OF PERIOD                                                                          $  189,541              $   48,983
                                                                                       ----------              ----------
                                                                                       ----------              ----------

EARNINGS (LOSS) PER SHARE                                                              $   (25.26)             $   (42.93)
                                                                                       ----------              -----------
                                                                                       ----------              -----------
</TABLE>

See accountants' review report.

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


Page 13 of 17

<PAGE>



                            PISMO COAST VILLAGE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                  THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                             1998                                1997    
                                                                ------------------------------        ----------------------------
<S>                                                             <C>                <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                            $(45,462)                           $ (77,282)
Adjustments to reconcile net loss to net cash used by 
  operating activities:
     Depreciation                                              $ 78,300                               $ 84,000 
     Deferred income tax                                        (12,000)                               (35,000)
     Gain on sale of assets                                      (1,193)
     Increase in accounts receivable                             (2,614)                                (3,019)
     (Increase) decrease in inventory                            (2,338)                                   682 
     Decrease in prepaid expenses                                14,301                                 10,069 
     Decrease in other assets                                                                            1,849 
     Increase (decrease) in accounts payable and
       accrued liabilities                                      (38,670)                                31,847 
     Increase (decrease) in accrued salaries and
       vacation                                                  (7,540)                                    22 
     Decrease in rental deposits                                (38,494)                               (40,945)
     Decrease in income taxes payable                           (45,000)                              
                                                             ----------                                --------
         Total adjustments                                                           (55,248)                              49,505
                                                                                ------------                           ----------
         Net cash used by operating activities                                      (100,710)                             (27,777)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                            (75,436)                                (46,983)
Proceeds from sale of assets                                      1,800
                                                              ---------                                --------


         Net cash used in investing activities                                       (73,636)                             (46,983)
                                                                                 -----------                          -----------
         Net increase (decrease) in cash and cash equivalents                       (174,346)                             (74,760)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                      831,756                              410,062
                                                                                 -----------                          -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $   657,410                             $335,302
                                                                                 -----------                          -----------
SCHEDULE OF PAYMENTS OF INTEREST AND TAXES                                       -----------                          -----------

Payments for interest                                                           $       -                              $      100

Payments for income tax                                                         $     38,800                            $       -

</TABLE>

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the three months ended December 31, 1998, the Company purchased land with
a note payable of $395,000 and the release of escrow funds held in other assets
of $58,000.
See accountants' review report.
The accompanying notes are an integral part of these financial statements.


Page 14 of 17
<PAGE>


                            PISMO COAST VILLAGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                DECEMBER 31, 1998 AND 1997 AND SEPTEMBER 30, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

Pismo Coast Village, Inc. (Company) is a recreational vehicle camping resort. 
Its business is seasonal in nature with the fourth quarter, the summer, being 
its busiest and most profitable.

INVENTORY

Inventory has been valued at the lower of cost or market on a first-in, 
first-out basis.

DEPRECIATION AND AMORTIZATION

Depreciation of property and equipment is computed using an accelerated 
method based on the cost of the assets, less allowance for salvage value, 
where appropriate. Depreciation rates are based upon the following estimated 
useful lives:

<TABLE>
         <S>                                           <C>
         Building and resort improvements              5 to 40 years
         Furniture, fixtures, equipment and
           leasehold improvements                      5 to 31.5 years
         Transportation equipment                      5 to 10 years
</TABLE>

EARNINGS (LOSS) PER SHARE


The earnings (loss) per share is based on the 1,800 shares issued and
outstanding.

RECLASSIFICATION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Reclassification of certain accounts reported in previously issued financial
statements have been made to enhance comparability with current financial
statements.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly
liquid investments including certificates of deposit with a maturity of three
months or less when purchased, to be cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted 
accounting principles requires the Company to make estimates and assumptions 
that affect certain reported amounts and disclosures. Accordingly, actual 
results could differ from those estimates.

REVENUE AND COST RECOGNITION

The Company's revenue is recognized on the accrual basis as earned based on 
the date of stay. Expenditures are recorded on the accrual basis whereby 
expenses are recorded when incurred, rather than when paid.

Page 15 of 17

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF DECEMBER 31, 1998 AND 1997 AND SEPTEMBER 30, 1998
PAGE 2

NOTE 2 - PISMO COAST VILLAGE RECREATIONAL VEHICLE RESORT AND RELATED ASSETS

At December 31, 1998, September 30, 1998 and December 31, 1997, property and
equipment included the following:

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1998         SEPTEMBER 30, 1998       DECEMBER 31, 1997
                                                               -----------------         ------------------       -----------------
<S>                                                            <C>                       <C>                      <C>
     Land                                                         $3,208,618                 $2,680,850               $2,680,850
     Building and resort improvements                              5,585,444                  5,578,110                5,564,088
     Furniture, fixtures, equipment                                                                             
       and leasehold improvements                                  1,218,080                  1,220,944                1,265,675
     Transportation equipment                                        200,400                    200,400                  200,400
     Construction in progress                                         25,893                     32,559                   11,629
                                                                   ---------              -------------             ------------
                                                                  10,238,435                  9,712,863                9,722,642
     Less accumulated depreciation                                 4,451,319                  4,375,276                4,190,630
                                                                 -----------               ------------              -----------
                                                                  $5,787,116                 $5,337,587               $5,532,012
                                                                 -----------               ------------              -----------
                                                                 -----------               ------------              -----------

</TABLE>

NOTE 3 - LONG-TERM DEBT

Long-term debt at December 31, 1998 is as follows:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31, 1998
<S>                                                                         <C>
   8.25% Construction loan payable allowing for a two year draw
    down period not to exceed $900,000.  Payments are
    interest only for two years.  Then principal and interest
    of $3,198 for eight years with a balloon of $331,942 on
    February 5, 2009.  Secured by deed of trust on the
    storage lot at 300 South Dolliver, land and improvements
    at 180 South Dolliver and a storage lot known as parcel
    061,171,006 and 061,671,007.                                               $ 395,000
                                                                               ---------
                                                                               $ 395,000
                                                                               ---------
                                                                               ---------
Maturities of long-term debt are as follows:

<CAPTION>

           YEAR ENDED DECEMBER 31                                                AMOUNT
           ----------------------                                              ----------
                    2001                                                        $  5,496
                    2002                                                           6,487
                    2003                                                           7,043
                 Thereafter                                                      375,974
                                                                               ---------
                                                                                $395,000
                                                                               ---------
                                                                               ---------

</TABLE>

Page 16 of 17

Total interest cost incurred was $100 for the three months ended December 31,
1997.

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF DECEMBER 31, 1998 AND 1997 AND SEPTEMBER 30, 1998
PAGE 3

NOTE 4 - LINE OF CREDIT

The Company has a revolving line of credit for $150,000. The interest rate is
variable at two percent over prime, with an initial rate of 10.50 percent
expiring March 31, 1999. The purpose of the loan is to augment operating cash
needs in off season months. There were no outstanding amounts as of December 31,
1998 and 1997 and September 30, 1998.

NOTE 5 - COMMON STOCK

Each share of stock is intended to provide the shareholder with a maximum free
use of the resort for 45 days per year. If the Company is unable to generate
sufficient funds from the public, the Company may be required to charge
shareholders for services.

A shareholder is entitled to a pro rata share of any dividends as well as a pro
rata share of the assets of the Company in the event of its liquidation or sale.
The shares are personal property and do not constitute an interest in real
property. The ownership of a share does not entitle the owner to any interest in
any particular site or camping period.

NOTE 6 - INCOME TAXES

The provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,          DECEMBER 31,
                                                       1998                   1997
                                                   -------------         -----------
          <S>                                      <C>                   <C>
          Income tax expense (benefit)               $(18,000)           $(35,000)

</TABLE>

Effective September 30, 1993, the Company adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109
requires, among other things, a change from the deferred to the asset-liability
method of computing deferred income taxes. SFAS 109 also requires that if income
is expected for the entire year, but there is a net loss to date, a tax benefit
is recognized based on the annual effective tax rate.

The difference between the effective tax rate and the statutory tax rates is due
primarily to the effects of the graduated tax rates and state taxes net of the
federal tax benefit.

Page 16 of 17

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
AS OF DECEMBER 31, 1998 AND 1997 AND SEPTEMBER 30, 1998
PAGE 4

NOTE 7 - OPERATING LEASES

The Company leases two pieces of property to use as storage lots. One is leased
under a cancelable month-to-month lease. The other was entered into effective
January 1, 1997, for five years with an option to extend the lease for an
additional five years. Monthly lease payments are currently $2,245 and are
increased annually based on the Consumer Price Index. Future minimum lease
payments under the second lease and an obligation to lease equipment are as
follows:

<TABLE>
<CAPTION>
                YEAR ENDED DECEMBER 31,
                -----------------------
                <S>                                              <C>
                         1999                                    $ 29,244 
                         2000                                      28,476
                         2001                                       26,940
                         2002                                       13,470
                                                                 ---------
                         Total                                   $  98,130
                                                                 ---------
                                                                 ---------
</TABLE>

Rent expense under these agreements was $16,081, $15,505 for the three month
period ended December 31, 1998 and 1997, respectively and $29,076 for the year
ended September 30, 1998.

Page 17 of 17



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                         657,410
<SECURITIES>                                         0
<RECEIVABLES>                                   13,109
<ALLOWANCES>                                         0
<INVENTORY>                                     69,061
<CURRENT-ASSETS>                               806,465
<PP&E>                                      10,238,435
<DEPRECIATION>                               4,451,319
<TOTAL-ASSETS>                               6,604,205
<CURRENT-LIABILITIES>                          298,956
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     5,647,408
<OTHER-SE>                                     189,541
<TOTAL-LIABILITY-AND-EQUITY>                 6,604,205
<SALES>                                        101,444
<TOTAL-REVENUES>                               538,212
<CGS>                                           58,800
<TOTAL-COSTS>                                  601,674
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (63,462)
<INCOME-TAX>                                  (18,000)
<INCOME-CONTINUING>                           (45,462)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (45,462)
<EPS-PRIMARY>                                  (25.26)
<EPS-DILUTED>                                        0
        

</TABLE>

<PAGE>

                                                                  EXHIBIT 99.1
                                       
                           ACCOUNTANTS' REVIEW REPORT

Board of Directors
Pismo Coast Village, Inc.
165 South Dolliver Street
Pismo Beach, California 93449

We have made a review of the balance sheets of Pismo Coast Village, Inc. as 
of December 31, 1998 and 1997, and the related statements of operations and 
retained earnings and cash flows for the three month periods ended December 
31, 1998 and 1997, in accordance with Statements on Standards for Accounting 
and Review Services issued by the American Institute of Certified Public 
Accountants. All information included in these financial statements is the 
representation of the management of Pismo Coast Village, Inc.

A review of interim financial information consists principally of obtaining 
an understanding of the system for the preparation of interim financial 
information, applying analytical review procedures to financial data, and 
making inquiries of persons responsible for financial and accounting matters. 
It is substantially less in scope than an examination in accordance with 
generally accepted auditing standards which will be performed for the full 
year with the objective of expressing an opinion regarding the financial 
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that 
should be made to the accompanying interim financial statements referred to 
above for them to be in conformity with generally accepted accounting 
principles.

We previously audited, in accordance with generally accepted auditing 
standards, the balance sheet as of September 30, 1998, (presented herein) and 
the related statements of operations and retained earnings (deficit) and cash 
flows for the year then ended (not presented herein); and in our report dated 
October 23, 1998, we expressed an unqualified opinion on those financial 
statements.

Glenn, Burdette, Phillips & Bryson
Certified Public Accountants
A Professional Corporation
San Luis Obispo, California

January 21, 1999



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