WATERMARK INVESTORS REALTY TRUST
10-Q, 1998-08-14
REAL ESTATE INVESTMENT TRUSTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

     For the quarterly period ended:  June 30, 1998

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _______ to _______

Commission file Number:  0-6103

                     WATERMARK INVESTORS REALTY TRUST (Exact
                name of registrant as specified in its charter.)

                Texas                                  75-1372785
     (State or other jurisdiction                   (I.R.S. Employer
         of incorporation or                       Identification No.)
            organization)

             227 West Trade Street, Suite 2320, Charlotte, NC 28202
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (704)343-9334
              (Registrant's telephone number, including area code)

                 -----------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if changed)

     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 the latest practical date:

     As of July 31, 1998,  there were  outstanding  542,413 shares of beneficial
interest of the registrant.


                         PART I. - FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

     The accompanying  Financial Statements have not been audited by independent
accountants, but in the opinion of management, all adjustments (which consist of
normal  recurring  accruals)  necessary  for a fair  presentation  of results of
operations,  financial  position and cash flows at the dates and for the periods
indicated have been included.

                        WATERMARK INVESTORS REALTY TRUST

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                        THREE MONTHS ENDED   SIX MONTHS ENDED
                                              JUNE 30,            JUNE 30,
                                           1998      1997      1998     1997
                                      ------------------------------------------
Gain on sale of land                         ---       ---       ---      ---
                                      ------------------------------------------

Professional Fees                        $11,179   $10,320   $11,179  $12,622
Interest Expense                           2,533     1,775     4,626    3,551
Other Expenses                             2,389     1,397     3,139    1,397
Total Expense                             16,101    13,492    18,944   17,570
Net earnings (loss)                      (16,101)  (13,492)  (18,944) (17,570)
                                      ==========================================
Earnings (loss) per share of
beneficial interest                      ($0.02)   ($0.02)   ($0.03)  ($0.03)
                                      ==========================================
Shares of beneficial interest used
in computing per share amounts           542,413   542,413   542,413  542,413
                                      ==========================================

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


                        WATERMARK INVESTORS REALTY TRUST
                           CONSOLIDATED BALANCE SHEETS

                                  JUNE 30,        DECEMBER 31,
                                    1998              1997
                               --------------------------------
                                (Unaudited)
ASSETS

   Real Estate                    $168,588          $168,588

   Less allowance for
   estimated losses               (168,588)         (168,588)
                               --------------------------------
                                         0                 0
                               --------------------------------
   Cash                              2,451                74
                               --------------------------------
TOTAL ASSETS                        $2,451               $74
                               ================================
LIABILITIES AND SHAREHOLDERS'
DEFICIT

LIABILITIES

   Note payable-related party      $90,100           $70,350

     Accrued liabilities            14,423            17,478

   Accrued Interest Payable -
     Related Party                  14,931            10,306

   Unclaimed dividends              20,174            20,174
                               --------------------------------
                                  $139,628          $118,308
                               --------------------------------
SHAREHOLDERS' DEFICIT

   Shares of beneficial
   interest, $1.00 par value,
   authorized 10,000,000 shares
   with 542,413 issued and
   outstanding                     196,235           196,235

   Additional paid-in capital       44,205            44,205

   Accumulated deficit            (377,617)         (358,674)
                               --------------------------------
                                 $(137,177)        $(118,234)
                               --------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT               $2,451               $74
                               ================================

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


                        WATERMARK INVESTORS REALTY TRUST

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997


                                               SIX MONTHS ENDED
                                                   JUNE 30,
                                           1998                1997
                                      ---------------------------------
                                                 (unaudited)
Cash flow from operating activities:
   Net earnings (loss)                  $(18,944)           $(17,570)

Adjustment to reconcile net cash
provided by (used in) operating
activities

  Net change in accrued
  liabilities and accrued interest         1,571               8,433

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

Net cash used in Operations             $(17,373)            $(9,137)
                                      ---------------------------------

Cash flows from financing:
  Proceeds from note payable              19,750                  --
                                      ---------------------------------

Increase (decrease) in cash               (2,377)             (9,137)

Cash

   At beginning of period                     74              12,152
                                      ---------------------------------
   At end of period                       $2,451              $3,015
                                      =================================

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


                        WATERMARK INVESTORS REALTY TRUST

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                  JUNE 30, 1998

Note A - 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 Rule 10-01 of
Rule 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 considered necessary
for a fair  presentation  have been  included.  All such  adjustments  were of a
normal  recurring  nature.  For  further  information  refer  to  the  financial
statements  and footnotes  thereto  included as Item 8 to  Corporation's  annual
report on Form 10-K for the year ended December 31, 1997.

ITEM II.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources - At June 30, 1998, existing current liabilities
exceed available cash by $137,000.

Balance  Sheet  Changes - Assets  increased  by $2,000 for the  quater.  Accrued
liabilities decreased by $300. Accrued interest increased by $2,500.

     In the opinion of  management,  no problems  exist with respect to the Year
2000 issue.


                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None.

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

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a. Exhibits

          (27) Financial Data Schedule

          b. Reports on Form 8-K

          None.


                        WATERMARK INVESTORS REALTY TRUST

                                   SIGNATURES


     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.

                                       WATERMARK INVESTORS REALTY TRUST


Date:  August 14, 1998                 By: /s/ David S. Givner
					   ____________________________________
                                           David S. Givner
                                           Trustee, President and Treasurer
                                           (An Authorized Officer and Principal
                                           Executive, Financial, and Accounting
                                           Officer)

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the Company's
financial statements contained in its Report on Form 10-Q for the quarter ending
June 30, 1998 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                           2,451
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 2,451
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   2,451
<CURRENT-LIABILITIES>                          139,628
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       240,440
<OTHER-SE>                                    (377,617)
<TOTAL-LIABILITY-AND-EQUITY>                     2,451
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                14,318
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,626
<INCOME-PRETAX>                               (18,944)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (18,944)
<EPS-PRIMARY>                                   (0.03)
<EPS-DILUTED>                                   (0.03)
        

</TABLE>


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