HOLIDAY GULF HOMES INC
10-Q, 1999-05-17
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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<PAGE>
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549-1004


                                 FORM 10-Q


Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934


For the Quarterly Period Ended March 31, 1999 

Commission File Number 0-7205

                           HOLIDAY-GULF HOMES, INC.
           (Exact name of registrant as specified in its charter)


           Minnesota                                 41-0916277
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)


4804 Mile Stretch Drive, Holiday, Florida                     34690
 (Address of principal executive office)                    (Zip Code)

Registrant's telephone number, including area code      (727)  937-3293


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

          YES          X                    NO

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 31, 1999.


Common Stock, $.01 Par Value - 1,903,853 shares as of March 31, 1999.









<PAGE>
                                    INDEX

                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES


                                                                        PAGE
PART 1. - FINANCIAL INFORMATION                                        NUMBER

Item 1. Financial Statements: (Unaudited)

        Consolidated Balance Sheets - March 31, 1999 and
           December 31, 1998...........................................  3-4

        Consolidated Statements of Operations - For the three
          months ended March 31, 1999 and 1998 and for the
          years ended December 31, 1998 and 1997 ......................  5-6

        Consolidated Statements of Shareholders' Equity -
          For the year ended December 31, 1998 and the
          three months ended March 31, 1999............................    7

        Consolidated Statements of Cash Flows - For the three
          months ended March 31, 1999 and 1998.........................    8

        Notes to Consolidated Financial Statements..................... 9-15

        Accountants' Report............................................   16


Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations..........................17-18


PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................   19

Item 2   Changes in Securities.........................................   19

Item 3   Defaults upon Senior Securities...............................   19

Item 4.  Submission of Matters to a Vote of Security Holders...........   19

Item 5.  Other Information.............................................19-20

Item 6.  Exhibits and Reports on Form 8-K..............................   20


SIGNATURES                                                                21



<TABLE>
                               PART 1. FINANCIAL INFORMATION

                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                               March 31,     December 31,
                                                                 1999            1998
                                                             (Unaudited)       (Audited)
<S>                                                         <C>               <C> 
ASSETS

WATER, PLANT AND EQUIPMENT

  Water Plant & Equipment, at Original Costs                $    313,555      $   311,787
  Less: Accumulated Depreciation                                (244,084)        (242,195)
  Less: CIAC, Net of Amortization of $311 in
        1999 and $290 in 1998                                     (1,014)          (1,035)
                                                            ------------      -----------
Net Water Plant & Equipment                                 $     68,457      $    68,557
                                                            ------------      -----------
OTHER PROPERTY AND INVESTMENTS

  Non-Utility Property, less Accumulated
    Depreciation of $54,035 in 1999 and 
    $53,214 in 1998                                         $     22,204      $    23,025
                                                            ------------      -----------
Net Other Property & Investments                            $     22,204      $    23,025
                                                            ------------      -----------
CURRENT ASSETS

  Cash and Certificates of Deposits                         $    108,238      $    96,069
  Accounts Receivable                                              4,649            3,904
  Prepaids                                                         3,421            4,862
  Other Receivables                                                5,176            4,877
  Deferred Tax Benefit                                            10,000           10,000
                                                            ------------      -----------
Total Current Assets                                        $    131,484      $   119,712
                                                            ------------      -----------
OTHER ASSETS

  Deposits                                                  $      2,035      $     2,035
  Deferred Tax Benefit                                             2,530            3,500
                                                            ------------      -----------
Total Other Assets                                          $      4,565      $     5,535
                                                            ------------      -----------
TOTAL ASSETS                                                $    226,710      $   216,829
                                                            ============      ===========
<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE> 
<TABLE>
                        HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                             March 31,        December 31,
                                                               1999               1998
                                                            (Unaudited)        (Audited)
<S>                                                         <C>               <C>

SHAREHOLDERS' EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

  Capital Stock, 5,000,000 shares authorized
    and 1,903,853 shares issued and
    outstanding in 1999 and 1998                            $     19,039      $    19,039
  Paid-In-Capital                                                116,808          116,808
  Retained Earnings (of which $12,403 as of
    March 31, 1999 and December 31, 1998
    was appropriated for unclaimed 1995, 1993
    1990, 1989 and 1988 dividends)                                65,824           61,829
                                                            ------------      -----------
Total Shareholders' Equity                                  $    201,671      $   197,676
                                                            ------------      -----------
CURRENT LIABILITIES

  Accounts Payable                                          $     22,978      $    17,965
  Deferred Income                                                  2,061            1,188
                                                            ------------      -----------
Total Current Liabilities                                   $     25,039      $    19,153
                                                            ------------      -----------

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES                  $    226,710      $   216,829
                                                            ============      ===========














<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>
<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                    For the three months ended       For the years ended
                                             March 31,                    December 31,
                                      1999            1998            1998          1997
                                           (Unaudited)                     (Audited)
<S>                                 <C>            <C>             <C>           <C>
OPERATING REVENUES
 Water                              $    34,452    $    32,636     $   135,994   $ 136,401
 Garbage                                 26,190         26,284         107,362     107,503
 Streetlights                             8,484          8,510          34,784      34,799
 Transfer & Reconnect Fees                  480            450           1,905       2,100
                                    -----------    -----------     -----------   ---------
Total Operating Revenues            $    69,606    $    67,880     $   280,045   $ 280,803
                                    -----------    -----------     -----------   ---------
COST OF SALES 
 Garbage                            $    20,920    $    13,947     $    76,706   $  83,680
 Electric                                 1,518          1,305           5,893       5,898
 Streetlights                             3,588          3,595          14,419      14,429
 Other Costs                              8,926          9,981          34,239      33,143
                                    -----------    -----------     -----------   ---------
Total Cost of Sales                 $    34,952    $    28,828     $   131,257   $ 137,150
                                    -----------    -----------     -----------   ---------
Gross Profit                        $    34,654    $    39,052     $   148,788   $ 143,653

OPERATING EXPENSES
 Depreciation & Amortization        $     2,026    $     1,965     $     8,343   $   8,119
 General & Administration                27,733         27,208          86,123      85,700
                                    -----------    -----------     -----------   ---------
Total Operating Expenses            $    29,759    $    29,173     $    94,466   $  93,819
                                    -----------    -----------     -----------   ---------
Operating Income                    $     4,895    $     9,879     $    54,322   $  49,834

OTHER INCOME
 Rental and Late Fees               $     9,872    $     9,557     $    38,812   $  38,303
 Interest                                   841          1,201           3,815       3,379
                                    -----------    -----------     -----------   ---------
Total Other Income                  $    10,713    $    10,758     $    42,627   $  41,682
                                    -----------    -----------     -----------   ---------
OTHER OPERATING EXPENSES
 General and Administrative         $     9,980    $     9,001     $    33,966   $  31,313
 Depreciation                               663            690           2,879       3,066
                                    -----------    -----------     -----------   ---------
Total Other Operating Expenses      $    10,643    $     9,691     $    36,845   $  34,379
                                    -----------    -----------     -----------   ---------

<FN>
                      See accompanying notes and accountants' report.
</FN>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS


                                    For the three months ended       For the years ended
                                             March 31,                  December 31,      
                                        1999           1998            1998         1997
                                           (Unaudited)                      (Audited)

Other Net Income, on Non-Utility    $        70    $     1,067     $     5,782   $   7,303
                                    -----------    -----------     -----------   ---------
Net Income Before Provision
  For Income Taxes                  $     4,965    $    10,946     $    60,104   $  57,137
                                    -----------    -----------     -----------   ---------

Provision For Income Taxes          $       970    $     2,400     $    12,500   $  11,900
                                    -----------    -----------     -----------   ---------

NET INCOME                          $     3,995    $     8,546     $    47,604   $  45,237
                                    ===========    ===========     ===========   =========


EARNINGS PER SHARE                  $      .002    $      .004     $      .025   $    .024
                                    ===========    ===========     ===========   =========
























<FN>
                    See accompanying notes and accountants' report.
</FN>
</TABLE>
<TABLE>
                        HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE THREE MONTHS ENDED
                                      MARCH 31, 1999
<CAPTION>

                                                  APPROPRIATED  UNAPPROPRIATED    TOTAL
                    COMMON STOCK         PAID IN    RETAINED       RETAINED    SHAREHOLDERS'
                  SHARES      AMOUNT     CAPITAL    EARNINGS       EARNINGS       EQUITY
<S>               <C>        <C>         <C>        <C>           <C>          <C>
December 31, 1997
  (Audited)       1,903,853  $   19,039  $ 164,396  $   10,102    $   49,426   $ 242,963
                  ---------  ----------  ---------  ----------    ----------   ---------

Return of Unclaimed
  1997 Dividends                                         2,301                     2,301

Payment of 1998
  Dividends (.05 Per
  Share)               -           -       (47,588)       -          (47,604)    (95,192)

Net Income             -           -          -           -           47,604      47,604
                  ---------  ----------  ---------  ----------    ----------   --------- 

December 31, 1998
  (Audited)       1,903,853  $   19,039  $ 116,808  $   12,403    $   49,426   $ 197,676
                  ---------  ----------  ---------  ----------    ----------   ---------
Net Income
  (Unaudited)          -           -          -           -            3,995       3,995
                  ---------  ----------  ---------  ----------    ----------   ---------
March 31, 1999
  (Unaudited)     1,903,853  $   19,039  $ 116,808  $   12,403    $   53,421   $ 201,671
                  =========  ==========  =========  ==========    ==========   =========














<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>
<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                            For the three months ended
                                                                      March 31,
                                                               1999            1998
                                                                    (Unaudited)
<S>                                                         <C>             <C>  
Cash flows from operating activities 
  Net Income                                                $    3,995      $    8,546
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and Amortization                                2,689           2,655
Change in assets and liabilities
  (Increase) decrease in
    Receivables                                                 (1,044)          2,997
    Prepaid Assets                                               1,441           3,101
    Deferred Tax Benefit                                           970           2,400
  Increase (decrease) in
    Accounts Payable                                             5,013           2,388
    Accrued Expenses & Deferred Income                             873             571
                                                            ----------      ----------
Net cash provided by operating activities                   $   13,937      $   22,658
                                                            ----------      ----------

Cash flows from investing activities
  Improvements to Utility Company Equipment                 $   (1,768)     $   (5,284)
                                                            ----------      ----------
Net cash used in investing activities                       $   (1,768)     $   (5,284)
                                                            ----------      ----------

Net increase in cash                                        $   12,169      $   17,374

Cash at beginning of period                                     96,069         129,478
                                                            ----------      ----------

Cash at end of period                                       $  108,238      $  146,852
                                                            ==========      ==========

Supplementary Disclosures of Cash Flow Information
    Interest Paid                                           $    -0-        $     -0-
    Income Tax Paid                                         $    -0-        $     -0-




<FN>
                        See accompanying notes and accountant's report.
</FN>
</TABLE>
<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization--

      The Company consists of two utility  companies and a land development
company. These companies are located in  Pasco County, Florida. The utility
companies  generate  revenues by  selling  water, garbage  and  streetlight
services.  These  companies  bill customers  on  a monthly  basis for these
services.  The utility  companies contract with  outside parties to provide
the garbage services. The rates charged by the utility companies are set by
the Florida Public Service Commission.

      The land development company owns an office building/warehouse rental
operation. There are no plans in the future to develop anything.

Principles of Consolidation--

      The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries.  All significant
intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation--

      The accompanying unaudited consolidated financial statements have been
prepared in accordance  with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three month
period ended March 31, 1999 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1999.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1998.

Recognition of Income from Utility Operations--

      The majority of the Company's revenues are generated by two Utility
Companies.  These Companies recognize revenues on a monthly basis.  The use
is based on actual meter readings by an outside independent contractor.  The
independent contractor also provides services for other utility companies in
the area.  The independent contractors fees are based on a set amount per
customer plus any additional repairs. Since the meter reading is not done on
the last day of the month, there is some unbilled revenue not recorded.


<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

Depreciation--

      Depreciation included in the accompanying financial statements has been
provided by the straight-line method at rates calculated to amortize the cost
of the assets over their estimated useful lives as follows:

                                                                YEARS
         Utility Plant and Equipment                            5 - 40
         Building and Improvements                              5 - 30

      Maintenance and repairs of property and equipment are charged to expense
as incurred, whereas renewals and betterments are capitalized.  When
properties are replaced, retired, or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts.  Any gain or
loss is credited or charged to operations in the year of disposal.

Amortization--

      The Contribution in Aide of Construction (CIAC) costs are being
amortized over a period of sixteen years using the straight-line method.

      CIAC represents $1,325 received in 1995 from a utility customer to help
pay for the cost of the new asset.

Cash and Cash Equivalents--

      For the purpose of the statement of cash flows, cash includes cash on
hand, cash in checking and money market accounts, and Certificates of Deposit.
The company considers all certificates of deposit with a maturity of one year
or less as a current cash or cash equivalent.

Accounts Receivable--

      The accounts receivable represent amounts due from customers for monthly
streetlight, garbage and water service. Based on managements review of
accounts receivable, no allowance for doubtful accounts is considered
necessary.

Concentration of Credit Risk--

      Management does not believe a credit risk for accounts receivable exists
because the amounts are due from a large number of customers for very small
amounts, and past performance has shown the accounts receivable will be
collected.


<PAGE>
                  HOLIDAY GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

Deferred Income--

      Deferred income represents monies prepaid by customers which have not
been earned.

Allocation of Dividends--

      To the extent dividends were paid in excess of current years earnings
and profits, they have been allocated against paid in capital.

Income Taxes--

      The Company and its subsidiaries file consolidated Federal and State
Income Tax Returns.

      Deferred income taxes are provided on temporary differences between book
and tax income, arising primarily from the use of different methods of
depreciation, valuing inventory and providing an allowance for doubtful
accounts and notes receivable for financial statement purposes. Deferred
income tax benefits are recognized for operating losses, if available, to
offset future federal income taxes. An allowance is provided if it is more
likely than not that the Company will not realize the benefits of a deferred
tax asset.

Earnings Per Share--

      Earnings per share of Common Stock is computed based upon weighted
average number of shares outstanding for the period (1,903,853 shares in 1998
and for the first three months of 1999).

(2) - LONG-TERM DEBT:

      There was no debt as of March 31, 1999 or December 31, 1998.

(3) - STOCK OPTION PLAN:

      The Company has adopted a qualified stock option plan whereby options
may be granted  to key employees to purchase a maximum 50,000 shares of the
Company's common stock at not less than 10% of the fair market value of the
shares at date of grant.  The options are exercisable in installments of not
more than 20%  of the shares covered thereby during any one-year period,
subject to the right of cumulation.  The options expire five years from the
date of grant.  No options have been granted under this plan.



<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(4) - PROPERTY AND EQUIPMENT:

      The property and equipment accounts consisted of the following at March
31, 1999 and December 31, 1998:
                                               March 31,        December 31,
                                                 1999               1998

      Land, Buildings, Office Equipment
        and Furniture                        $     76,239       $    76,239
      Water, Plant and Equipment                  313,555           311,787
      CIAC, Net of Amortization                    (1,014)           (1,035)
                                             ------------       ----------- 
         Total Property and Equipment        $    388,780       $   386,991

      Less: Accumulated Depreciation             (298,119)         (295,409)
                                             ------------       -----------
         Net Property and Equipment          $     90,661       $    91,582
                                             ============       ===========

(5) - RELATED PARTY TRANSACTIONS:

      There were no related party transactions during the three months ended
March 31, 1999 and 1998.

(6) - LEASE AND LEASE COMMITMENTS:

      The Company is leasing office space in Knollwood Plaza under a three-
year lease expiring in October, 1999.  The lease is $514 per month, including
sales tax. The rent paid as of March 31, 1999 and 1998 was $1,542, and $1,431
respectively.

         The following is a schedule of future minimum lease payments:

            December 31, 1999       $  3,598
                                    --------
                    Total           $  3,598
                                    ========

      The Company owns an office/warehouse rental facility consisting of three
tenants. Two have month to month leases. The other lease is a five-year lease
which was renewed in June, 1995.







<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(6) - LEASES AND LEASE COMMITMENTS: (CONTINUED)

      The minimum payments under this lease are as follows:

                  1999                    $ 35,420
                  2000                      18,060
                  2001                       -0-
                  2002                       -0-
                  2003 and therafter         -0- 
                                          --------
                      Total Due           $ 53,480
                                          ========

      The rental real estate held for lease is located in New Port Richey
Florida. The companies investment in this rental property is as follows at
March 31, 1999:

      Warehouse and Office Building       $ 29,323
      Improvements                          43,390
                                          --------
                                          $ 72,713

      Less: Accumulated Depreciation       (51,990)
                                          --------
                                          $ 20,723
                                          ========

(7) - INCOME TAXES:

      Deferred income taxes (benefits) are provided for certain income and
expenses which are recognized in different periods for tax and financial
reporting purposes. Sources of temporary differences and the resulting tax
assets and liabilities are as follows:

                                          March 31,       December 31,
                                             1999            1998

      Net Operating Loss Carryforwards    $ 177,884       $  183,078
                                          ---------       ----------

      Applicable Tax Rate
           (15% Federal, 5.5% State)      $  36,230       $   37,200

      Valuation Allowance                   (23,700)         (23,700)
                                          ---------       ----------
      Amount Per Balance Sheet            $  12,530       $   13,500
                                          =========       ==========

<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(7) - INCOME TAXES: (CONTINUED)

      The provision (benefit) for income taxes consist of the following:

                                         March 31,       December 31,
                                            1999            1998

            Current                      $   -0-         $      -0-
            Deferred                     $     970       $     12,500


      Income Tax Expense Consisted of the following:

                                          March 31,       December 31,
                                             1999            1998     

      Provision for income taxes:

            Federal Income Tax            $     750       $      9,430

            State Income Tax                    220              3,070 
                                          ---------       ------------
                                          $     970       $     12,500
                                          =========       ============

      The reconciliation of income tax computed at the U.S. federal statutory
tax rates (34%) to income tax expense for the three months ended March 31,
1999 and the year ended December 31, 1998 is:

                             March 31, 1999            December 31, 1998

                         AMOUNT         PERCENT      AMOUNT        PERCENT

Tax at U.S.
  Statutory Rates      $  1,690          34.00      $ 20,435         34.00
Surtax exemption           (970)        (19.51)      (11,225)       (18.67)
State income tax-
  net of federal
  tax benefits              220           4.42         3,070          5.10
Permanent differences
  and other                  30            .60           220           .37
                       --------         ------      --------        ------
                       $    970          19.51      $ 12,500         20.80
                       ========         ======      ========        ======




<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(7) - INCOME TAXES: (CONTINUED)

Operating Loss Carryforwards--

         The Company has loss carryforwards at December 31, 1998 totaling
$183,078 that may be offset against future taxable income.  If not used, the
carryforward will expire as follows:

                       Year                    Year
                    Originated                Expired

                       1984                    1999         $  155,361
                       1991                    2006             27,717
                                                            ----------
                                                            $  183,078
                                                            ==========

(8) - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

      The carrying value of cash, cash equivalents, receivables and payables,
approximate fair values.



























<PAGE>
<REVIEW-REPORT>







ACCOUNTANTS' REPORT
To the Board of Directors
Holiday Gulf Homes, Inc. and Subsidiaries
Holiday, Florida


      We have reviewed the accompanying consolidated condensed balance sheets
of Holiday Gulf Homes, Inc. (a Minnesota corporation)  and subsidiaries as of
March 31, 1999 and the related consolidated condensed statements of operations
for the three months then ended March 31, 1999 and 1998, and the consolidated
condensed statements of shareholders' equity for the period ended March 31,
1999 and the consolidated condensed statement of cash flows for the three
month periods ended March 31, 1999 and 1998. These consolidated condensed
financial statements are the responsibility of the management of Holiday Gulf
Homes, Inc..

      We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical  procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
condensed 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 March 31, 1999 consolidated condensed
financial statements in order for them to be in conformity with generally
accepted accounting principles.

      The financial statements for the year ended December 31, 1998, were
audited by us, and we expressed an unqualified opinion on them in our report
dated January 12, 1999, but we have not performed any auditing procedures
since that date.



                                          ARNOLD AND CO., P.A.



Ocala, Florida
May 15, 1999
</REVIEW-REPORT>   
<PAGE>
                 HOLIDAY GULF HOMES, INC. AND SUBSIDIARIES


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

RESULTS OF OPERATIONS:

       Utility operating revenues increased 2.54% in the first quarter of 1999
to $69,606 up $1,726 over the first quarter of 1998.  For the year ended
December 31, 1998 utility operating revenues of $280,045 were $ 758  or .27%
lower than the year ended December 31, 1997.  The year end decrease in
revenues is due primarily to a decrease in water usage.

       The gross profit percentages for the first quarter of 1999 decreased
due to a change in garbage collection service providing one month free in the
first quarter of 1998.The gross profit for the year ended December 31, 1998
compared to the prior year was greater due to the one month reduction in
garbage collection fees.

       General and administrative expenses have remained stable, due to
management controlling costs, as a percentage of utility revenues. General and
administrative expenses as a percentage of utility revenues were approximately 
39.84% and 40.08% for the three month periods ended March 31, 1999 and 1998.
For the years ended December 31, 1998 and 1997 the general and administrative
expenses as a percentage of utility revenues were 30.75% and 30.52%.

       Income from other operations decreased .42% in the first quarter of
1999 to $ 10,713, down $45 from the first quarter of 1998.  For the year ended
December 31, 1998 income from other operations of $42,627 was $ 945, or 2.27%
higher than the same period in 1997.  The increase in revenues is due
primarily to increases in rental income.

       General and administrative expenses from other operations have
increased as a percentage of income from other operations. The year end
revenues and expenses were stable. General and administrative expenses from
other operations as a percentage of income from other operations were
approximately 93.16% and 83.67% for the three month periods ended March 31,
1999 and 1998. General and administrative expenses as of percentage of income
from other operations for the years ended December 31, 1998 and 1997, were
79.68% and 75.12%

       Net income decreased  53.25% in the first  quarter of 1999 to $3,995 
down $4,551 from the first quarter of 1998.  For the year  ended December 31,
1998, net income of $47,604 was $2,367 or 5.23% higher than the same period
in 1997.






<PAGE>
                 HOLIDAY GULF HOMES, INC. AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations: (Continued)

LIQUIDITY AND SOURCES OF CAPITAL:

       The Company does not anticipate any material capital expenditures in
the near future for the utility companies, therefore, there should not be any
liquidity problem.

OTHER MATTERS:

  The Y2K Issue:

  Assessment of the Issue:

      The Company is currently reviewing the risk of potential interruptions
that may occur from the year 2000 (Y2K) issue. The Company does not anticipate
any major complications. The vendors the Company deals with have indicated to
management they will be ready for the year 2000. 

  Plans to Resolve the Issue:

      The Company plans to purchase a new computer and updated software needed
for their billing program. This is not a material expenditure for the Company.

  Dedication of Resources:

      The Company plans to purchase the computer and updated software for
approximately $2,000.

  Work and Testing Completion:

      The Company plans to have the new computer and software in place and
working properly by September, 1999.
















<PAGE>
                         PART II. OTHER INFORMATION

                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES

Item 1.  Legal Proceedings.

           There were no reportable events for the quarter ended March 31,
1999 nor have there been any material developments during the quarter.

Item 2.  Changes in Securities.

           The rights of the holders of registered securities have not been
materially modified, limited or qualified by the issuance or modification of
any class of securities.

           There are no working capital  restrictions or other limitations
upon payment of dividends.

Item 3.  Defaults upon Senior Securities.

           There have been no defaults in the payment of principal, interest
or any other material liabilities.

Item 4.  Submission of Matters to a Vote of Security Holders.

       (a)  Annual Meeting of stockholders was held on June 27, 1998.

       (b)  Elected directors and executive officers were:

              Linda Emerick     - President and Director
              Thomas L. Burkett - Vice President and Director
              Ronnie L. Mohr    - Secretary and Director
              Eileen Falla      - Treasurer

       (c)  Other matters voted upon and the number of affirmative votes and 
            negative votes cast with respect to each such matter. 

              None

Item 5.  Other Information.

           The Company declared and distributed a dividend of $.05 per share
in July, 1998.  The declared dividend required the use of $95,192 cash.









<PAGE>
                   PART II.  OTHER INFORMATION, CONTINUED

                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES

Item 6.  Exhibits and Reports on Form 8-K.

                                                DESCRIPTION
       (a)  Exhibits                              Ex-27

       (b)  Report on Form 8-K                    None










































<PAGE>
                                 SIGNATURES

                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES


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


HOLIDAY-GULF HOMES, INC.
(Registrant)


DATE: May 15, 1999                    ___________________________________
                                      LINDA EMERICK, PRESIDENT -
                                      PRINCIPAL FINANCIAL OFFICER





































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<ARTICLE> UT
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       68,457
<OTHER-PROPERTY-AND-INVEST>                     22,204
<TOTAL-CURRENT-ASSETS>                         121,484
<TOTAL-DEFERRED-CHARGES>                        12,530
<OTHER-ASSETS>                                   2,035
<TOTAL-ASSETS>                                 226,710
<COMMON>                                        19,039
<CAPITAL-SURPLUS-PAID-IN>                      116,808
<RETAINED-EARNINGS>                             65,824
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 201,671
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  25,039
<TOT-CAPITALIZATION-AND-LIAB>                  226,710
<GROSS-OPERATING-REVENUE>                       69,606
<INCOME-TAX-EXPENSE>                               970
<OTHER-OPERATING-EXPENSES>                      29,759
<TOTAL-OPERATING-EXPENSES>                      64,711
<OPERATING-INCOME-LOSS>                          4,895
<OTHER-INCOME-NET>                                  70
<INCOME-BEFORE-INTEREST-EXPEN>                   3,995
<TOTAL-INTEREST-EXPENSE>                             0
<NET-INCOME>                                     3,995
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    3,995
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          13,937
<EPS-PRIMARY>                                     .002
<EPS-DILUTED>                                     .002
        

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