HOLIDAY GULF HOMES INC
10-Q, 1999-08-12
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 June 30, 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 June 30, 1999.


Common Stock, $.01 Par Value - 1,903,853 shares as of June 30, 1999.









<PAGE>
                                    INDEX

                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES


                                                                        PAGE
PART 1. - FINANCIAL INFORMATION                                        NUMBER

Item 1. Financial Statements: (Unaudited)

        Consolidated Balance Sheets - June 30, 1999 and
           December 31, 1998...........................................  3-4

        Consolidated Statements of Operations - For the three
          months ended June 30, 1999 and 1998 and for the
          six months ended June 30, 1999 and 1998......................  5-6

        Consolidated Statements of Shareholders' Equity -
          For the year ended December 31, 1998 and the
          six months ended June 30, 1999...............................    7

        Consolidated Statements of Cash Flows - For the six
          months ended June 30, 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

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>
                                                               June 30,       December 31,
                                                                 1999             1998
                                                             (Unaudited)        (Audited)
<S>                                                         <C>               <C>
ASSETS

WATER, PLANT AND EQUIPMENT

  Water Plant & Equipment, at Original Costs                $    314,490      $   311,787
  Less: Accumulated Depreciation                                (215,933)        (242,195)
  Less: CIAC, Net of Amortization of $331 in
        1999 and $290 in 1998                                       (994)          (1,035)
                                                            ------------      -----------
Net Water Plant & Equipment                                 $     67,563      $    68,557
                                                            ------------      -----------
OTHER PROPERTY AND INVESTMENTS

  Non-Utility Property, less Accumulated
    Depreciation of $54,858 in 1999 and
    $53,214 in 1998                                         $     21,382      $    23,025
                                                            ------------      -----------
Net Other Property & Investments                            $     21,382      $    23,025
                                                            ------------      -----------
CURRENT ASSETS

  Cash and Certificates of Deposits                         $    130,842      $    96,069
  Accounts Receivable                                              3,583            3,904
  Prepaids                                                         2,235            4,862
  Other Receivables                                                4,401            4,877
  Deferred Tax Benefit                                             8,150           10,000
                                                            ------------      -----------
Total Current Assets                                        $    149,211      $   119,712
                                                            ------------      -----------
OTHER ASSETS

  Deposits                                                  $      2,035            2,035
  Deferred Tax Benefit                                              -               3,500
                                                            ------------      -----------
Total Other Assets                                          $      2,035      $     5,535
                                                            ------------      -----------
TOTAL ASSETS                                                $    240,191      $   216,829
                                                            ============      ===========
<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>
<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                              June 30,        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 and $12,403
    as of June 30, 1999 and December 31, 1998,
    respectively, was appropriated for unclaimed
    1997, 1995, 1993, 1990, 1989 and 1988 (dividends)             80,797           61,829
                                                            ------------      -----------
Total Shareholders' Equity                                  $    216,644      $   197,676
                                                            ------------      -----------
CURRENT LIABILITIES

  Accounts Payable                                          $     19,098      $    17,965
  Deferred Income                                                  4,449            1,188
                                                            ------------      -----------
Total Current Liabilities                                   $     23,547      $    19,153
                                                            ------------      -----------
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES                  $    240,191      $   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 six months ended
                                             June 30,                     June 30,
                                        1999            1998           1999          1998
                                            (Unaudited)                    (Unaudited)
<S>                                 <C>            <C>             <C>           <C>
OPERATING REVENUES
 Water                              $    37,629    $    35,568     $    72,081   $  68,204
 Garbage                                 27,034         26,712          53,224      52,996
 Streetlights                             8,759          8,613          17,244      17,123
 Transfer & Reconnect Fees                  480            570             960       1,020
                                    -----------    -----------     -----------   ---------
Total Operating Revenues            $    73,902    $    71,463     $   143,509   $ 139,343
                                    -----------    -----------     -----------   ---------
COST OF SALES
 Garbage                            $    20,940    $    20,920     $    41,860   $  34,867
 Electric                                 1,580          1,680           3,099       2,985
 Streetlights                             3,589          3,611           7,177       7,206
 Other Costs                              8,775          7,460          17,701      17,441
                                    -----------    -----------     -----------   ---------
Total Cost of Sales                 $    34,884    $    33,671     $    69,837   $  62,499
                                    -----------    -----------     -----------   ---------
Gross Profit                        $    39,018    $    37,792     $    73,672   $  76,844

OPERATING EXPENSES
 Depreciation & Amortization        $     1,988    $     2,103     $     4,014   $   4,068
 General & Administration                19,474         19,604          47,207      46,812
                                    -----------    -----------     -----------   ---------
Total Operating Expenses            $    21,462    $    21,707     $    51,221   $  50,880
                                    -----------    -----------     -----------   ---------
Operating Income                    $    17,556    $    16,085     $    22,451   $  25,964

OTHER INCOME
 Rental and Late Fees               $     9,866    $     9,534     $    19,738   $  19,091
 Interest                                   938          1,279           1,779       2,480
                                    -----------    -----------     -----------   ---------
Total Other Income                  $    10,804    $    10,813     $    21,517   $  21,571
                                    -----------    -----------     -----------   ---------
OTHER OPERATING EXPENSES
 General and Administrative         $     8,344    $     9,043     $    18,324   $  18,044
 Depreciation                               663            690           1,326       1,380
                                    -----------    -----------     -----------   ---------
Total Other Operating Expenses      $     9,007    $     9,733     $    19,650   $  19,424
                                    -----------    -----------     -----------   ---------
Other Net Income, on Non-Utility    $     1,797    $     1,080     $     1,867   $   2,147
                                    -----------    -----------     -----------   ---------
<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 six months ended
                                             June 30,                       June 30,
                                        1999            1998           1999          1998
                                            (Unaudited)                    (Unaudited)

Net Income Before Provision
  For Income Taxes                  $    19,353    $    17,165     $    24,318   $  28,111
                                    -----------    -----------     -----------   ---------

Provision For Income Taxes          $     4,380    $     3,350     $     5,350   $   5,750
                                    -----------    -----------     -----------   ---------

NET INCOME                          $    14,973    $    13,815     $    18,968   $  22,361
                                    ===========    ===========     ===========   =========



EARNINGS PER SHARE                  $      .008    $      .007     $      .010   $    .012
                                    ===========    ===========     ===========   =========


























<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, 1997 AND THE SIX MONTHS ENDED
                                      JUNE 30, 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)          -          -          -            -           18,968         18,968
                  ---------  ---------  ---------  -----------   -----------    -----------

June 30, 1999
  (Unaudited)     1,903,853  $  19,039  $ 116,808  $    12,403   $    68,394    $   216,644
                  =========  =========  =========  ===========   ===========    ===========













<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>
<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                            For the six months ended
                                                                      June 30,
                                                               1999            1998
                                                                    (Unaudited)
<S>                                                         <C>             <C>
Cash flows from operating activities
  Net Income                                                $   18,968      $   22,361
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and Amortization                                5,340           5,448
Change in assets and liabilities
  (Increase) decrease in
    Receivables                                                    797           2,503
    Prepaid Assets                                               2,627           2,216
    Deferred Tax Benefit                                         5,350           5,750
  Increase (decrease) in
    Accounts Payable                                             1,133            (290)
    Accrued Expenses & Deferred Income                           3,261           2,668
                                                            ----------      ----------
Net cash provided by operating activities                   $   37,476      $   40,656
                                                            ----------      ----------
Cash flows from investing activities
  Improvements to Utility Company Equipment                 $   (2,703)     $   (5,284)
                                                            ----------      ----------
Net cash used in investing activities                       $   34,773      $   (5,284)
                                                            ----------      ----------
Cash flows from financing activities
  Payment of Dividends                                      $     -         $     -
  Reissuance of Previously Unclaimed Dividends                    -               (350)
  Return of Unclaimed Dividends                                   -              2,652
                                                            ----------      ----------
Net cash provided by (used) in financing activities         $     -         $    2,302
                                                            ----------      ----------

Net increase (decrease) in cash                             $   34,773      $   37,674

Cash at beginning of period                                     96,069         129,478
                                                            ----------      ----------
Cash at end of period                                       $  130,842      $  167,152
                                                            ==========      ==========

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 six month
period ended June 30, 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 six months of 1999).

(2) - LONG-TERM DEBT:

      There was no debt as of June 30, 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 June
30, 1999 and December 31, 1998:
                                               June 30,         December 31,
                                                 1999               1998

      Land, Buildings, Office Equipment
        and Furniture                        $     76,239       $    76,239
      Water, Plant and Equipment                  314,490           311,787
      CIAC, Net of Amortization                      (994)           (1,.35)
                                             ------------       -----------
         Total Property and Equipment        $    389,735       $   386,991

      Less: Accumulated Depreciation             (300,791)         (295,409)
                                             ------------       -----------
         Net Property and Equipment          $     88,944       $    91,582
                                             ============       ===========

(5) - RELATED PARTY TRANSACTIONS:

      There were no related party transactions during the six months ended
June 30, 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. The rent
paid as of June 30, 1999 and 1998 was $3,085 and $2,862 respectively.

         The following is a schedule of future minimum lease payments:

            December 31, 1999       $  2,056
                                    --------
                    Total           $  2,056
                                    ========

      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 thereafter        -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
June 30, 1999:

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

      Less: Accumulated Depreciation       (52,636)
                                          --------
                                          $ 20,077
                                          ========

(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:

                                           June 30,       December 31,
                                             1999            1998

      Net Operating Loss Carryforwards    $ 158,760       $  183,078
                                          ---------       ----------

      Applicable Tax Rate
           (15% Federal, 5.5% State)      $  31,850       $   37,200

      Valuation Allowance                   (23,700)         (23,700)
                                          ---------       ----------
      Amount Per Balance Sheet            $   8,150       $   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:

                                          June 30,       December 31,
                                            1999            1998

            Current                       $  -0-          $   -0-
            Deferred                      $  5,350        $  12,500


      Income Tax Expense Consisted of the following:

                                           June 30,       December 31,
                                             1999            1998

      Provision for income taxes:

            Federal Income Tax            $  3,950        $   9,430

            State Income Tax                 1,400            3,070
                                          ---------       ---------
                                          $  5,350        $  12,500
                                          =========       =========

      The reconciliation of income tax computed at the U.S. federal statutory
tax rates (34%) to income tax expense for the six months ended June 30, 1999
and the year ended December 31, 1998 is:

                             June 30, 1999             December 31, 1998

                         AMOUNT         PERCENT      AMOUNT        PERCENT

Tax at U.S.
  Statutory Rates      $  8,268          34.00      $ 20,435         34.00
Surtax exemption         (4,972)        (20.45)      (11,225)       (18.67)
State income tax-
  net of federal
  tax benefits              924           3.80         3,070          5.10
Permanent differences
  and other               1,130           4.65           220           .37
                       --------         ------      --------        ------
                       $  5,350          22.00      $ 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 and cash equivalents 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
June 30, 1999 and the related consolidated condensed statements of operations
for the three-month and six-month period ended June 30, 1999 and 1998, and the
consolidated condensed statements of shareholders' equity for the period ended
June 30, 1999 and the consolidated condensed statement of cash flows for the
six-month periods ended June 30, 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 June 30, 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
August 11, 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 3.41% in the second quarter of
1999 to $73,902 down $2,439 over the second quarter of 1998.  For the first
six months utility operating revenues of $143,509 were $4,166 or 2.90% higher
than the same period in 1998.  The increase in revenues for the second quarter
and year to date, are due primarily to an increase in water usage.

       The gross profit percentages for the second quarter and year to date
of 1999 compared to the same periods of the prior year were maintained due to
the stability in the number of customers.

       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
26.35% and 32.89% for the three and six month periods ended June 30, 1999 as
compared to 27.43% and 33.60% for the comparable periods of 1998.

       Income from other operations increased  .08% in the second quarter of
1999 to $10,804, down $9 from the second quarter of 1998.  For the first six
months income from other operations of $21,517 was $54, or .25% lower than the
same period in 1998.  The decrease in revenues is due primarily to a decrease
in interest income.

       General and administrative expenses from other operations have
increased as a percentage of income from other operations due to office
complex warehouse expenses for repairs and maintenance and electric. General
and administrative expenses from other operations as a percentage of income
from other operations were approximately 77.23% and 85.16% for the three and
six month periods ended June 30, 1999 as compared to 83.63% and 83.65%  for
the comparable periods of 1998.

       Net income increased 8.38% in the second quarter of 1999 to  $14,973
down $1,158, over the second quarter of 1998.  For the first six months, net
income of $18,968 was $3,393 or 15.17% lower than the same period in 1998. The
increase in net income in the second quarter was due primarily to the increase
in rental income and decrease in general and administrative expenses. The
decrease in net income for the six months is primarily attributable to the
change in garbage services in 1998 when the Company received one month free
service.







<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 update 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 June 30, 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 19, 1999.

       (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 January, 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: ____________________________    ___________________________________
                                      LINDA EMERICK, PRESIDENT -
                                      PRINCIPAL FINANCIAL OFFICER





































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<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       67,563
<OTHER-PROPERTY-AND-INVEST>                     21,382
<TOTAL-CURRENT-ASSETS>                         141,061
<TOTAL-DEFERRED-CHARGES>                         8,150
<OTHER-ASSETS>                                   2,035
<TOTAL-ASSETS>                                 240,191
<COMMON>                                        19,039
<CAPITAL-SURPLUS-PAID-IN>                      116,808
<RETAINED-EARNINGS>                             80,797
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 216,644
                                0
                                          0
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                            0
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<OTHER-ITEMS-CAPITAL-AND-LIAB>                  23,547
<TOT-CAPITALIZATION-AND-LIAB>                  240,191
<GROSS-OPERATING-REVENUE>                      143,509
<INCOME-TAX-EXPENSE>                             5,350
<OTHER-OPERATING-EXPENSES>                      51,221
<TOTAL-OPERATING-EXPENSES>                     121,058
<OPERATING-INCOME-LOSS>                         22,451
<OTHER-INCOME-NET>                               1,867
<INCOME-BEFORE-INTEREST-EXPEN>                  18,968
<TOTAL-INTEREST-EXPENSE>                             0
<NET-INCOME>                                    18,968
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   18,968
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          37,476
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