Edgar Filing: DELTONA CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
AMENDMENT NO. 1

Filed by the Registrant [x] Filed by a Party other than Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement

[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

The Deltona Corporation

- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required

[x] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and
0-11.

1) Title of each class of securities to which transaction
applies:

Common Stock, $1.00 Par Value

2) Aggregate number of securities to which transaction applies:

4,044,277

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

$200,000.00*

* The price per unit is the product of the pre-reverse split price of
$0.40 per share to be paid for fractional shares and the reverse split
ratio of 500,000 ($0.40 x 500,000 = $200,000.00).

4) Proposed maximum aggregate value of transaction:

$1,617,711

5) Total fee paid:

$323.54

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

PRELIMINARY

THE DELTONA CORPORATION
8014 S.W. 135TH STREET ROAD
OCALA, FL 34470
(352) 307-8100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ________________, 2002

As a shareholder of The Deltona Corporation (the "Company"), you are hereby
given notice of and invited to attend in person or by proxy the Annual Meeting
of Shareholders of the Company to be held at the Woodland Pavilion, 312 Marion
Oaks Boulevard, Marion Oaks, Florida 34473 on _________, 2002, at 9:30 AM, local
time, for the following purposes:

1. To consider and act upon a Reverse Stock Split of the Company's
Company's common stock that would result in the shareholders receiving
one share of our common stock for every 500,000 shares of our common
stock that they currently own. The Reverse Stock Split and related
cash purchase by the Company of fractional shares resulting from the
reverse stock split is proposed to take the Company private.

2. To consider and act upon an amendment to the Company's Articles of
Incorporation to reduce the Company's authorized common stock from
15,000,000 shares to 30 authorized shares, which is in proportion to
the Reverse Stock Split.

3. To elect five (5) directors to serve until the next Annual Meeting of
Stockholders and until their respective successors are elected and
qualified.

4. To consider a proposal to appoint James Moore & Co., P.L. as the
Company's auditors for the fiscal year ending December 31, 2002,
subject to the discretion of the Board of Directors. 5. To transact
such other business as may properly come before the meeting and any
adjournment(s) thereof.

The Board of Directors has fixed the close of business on _____________, 2002,
as the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at such meeting and any adjournment thereof.
Only shareholders at the close of business on the Record Date are entitled to
notice of and to vote at such meeting. The transfer books will not be closed.

You are cordially invited to attend the meeting. HOWEVER, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, MANAGEMENT DESIRES TO HAVE THE MAXIMUM
REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU DATE, EXECUTE
AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH
NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A proxy may be
revoked by a shareholder by notifying the Secretary of the Company in writing at
any time prior to its use, by executing and delivering a subsequent proxy or by
personally appearing at the Annual Meeting and casting your vote, each as
specified in the enclosed proxy statement.

By order of the Board of Directors

/s/ Sharon J. Hummerhielm
Executive Vice President and
Corporate Secretary

Ocala, Florida

YOUR VOTE IS IMPORTANT.
PLEASE EXECUTE AND RETURN PROMPTLY THE ENCLOSED
PROXY CARD IN THE ENVELOPE PROVIDED.

PRELIMINARY

THE DELTONA CORPORATION
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD _____________, 2002

TO OUR SHAREHOLDERS:

This Proxy Statement is furnished to the shareholders of The Deltona Corporation
(the "Company") for use at an Annual Meeting of Shareholders on ____________,
2002, or at any adjournment or adjournments thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. The enclosed proxy
is solicited on behalf of the Board of Directors of the Company and can be
revoked at any time prior to the voting of the proxy (as provided herein).
Unless a contrary choice is indicated, all duly executed proxies received by the
Company will be voted as follows:

1. FOR the approval of a Reverse Stock Split of the Company's common stock that
would result in the shareholders receiving one share of our common stock for
every 500,000 shares of our common stock that they currently own. The Reverse
Stock Split and related cash purchase by the Company of fractional shares
resulting from the reverse stock split is proposed to take the Company private.

2. FOR the approval of an amendment to the Company's Articles of Incorporation
to reduce the Company's authorized common stock from 15,000,000 shares to 30
authorized shares which is in proportion to the Reverse Stock Split

3. FOR the election of all five nominees: Antony Gram; Christel DeWilde; George
W. Fischer; Rudy Gram; and Thomas B. McNeill if no direction to the contrary is
given.

4. FOR the appointment of James Moore & Co., P.L. as auditors for the fiscal
year ending December 31, 2002, subject to the discretion of the Board of
Directors. . 5. The proxies will be voted in accordance with the recommendation
of management as to any other matters which may properly come before the Annual
Meeting.

6. In the event the Reverse Stock Split is approved, fractional shares will be
purchased from holders at a rate of $.40 per share of existing stock. Two
shareholders, Yasawa Holdings, N.V., a Netherlands Antilles corporation, and
Selex International, B.V., a Netherlands corporation, both of which are
controlled by Antony Gram, an officer and director of the Company, will cause
the shares owned or controlled by them, 9,919,041 shares or 73.23% of the
outstanding shares, to be voted in favor of the reverse stock split, the
proposed amendment to the Company's Articles of Incorporation and for the
election of the proposed board of directors. As a result, approval of these
matters is assured. Antony Gram is Chairman of the Board of Directors, President
and CEO of the Company.

Our 2001 Form 10K (Annual Report), including audited financial statements as of
December 31, 2001, accompanies this Notice of Meeting and the attached Proxy
Statement.

The record of shareholders entitled to vote at the Annual Meeting was taken at
the close of business on ______________, 2002 (the "Record Date"). A list of all
stockholders of record as of __________________2002, the record date for the
Annual Meeting, will be available from _____ through ________ for any
stockholder to examine at our Miami office, 999 Brickell Avenue, Suite 700,
Miami, Florida 33131, and at our headquarters in Ocala at 8014 SW 135th Street
Road, Ocala, Florida 34473. The approximate date on which this Proxy Statement
and the enclosed proxy are first being sent to shareholders is ___________,
2002. The principal executive offices of the Company are located at 8014 S.W.
135th Street Road, Ocala, Florida.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE PROPOSED TRANSACTIONS, PASSED ON
THE MERITS OF THE

PROPOSED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROXY STATEMENT OR RELATED SCHEDULE 13E-3, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY.

SPECIAL FACTORS

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT
AND REDUCTION OF AUTHORIZED SHARES

Purposes. The 500,000 for one Reverse Stock Split, purchase of fractional shares
and reduction of the number of authorized shares have been unanimously approved
by our Board of Directors and are proposed to take us private by reducing the
number of shareholders of record to less than 300, thereby: (i) relieving us of
the costs of filing public documents; (ii) allowing us more flexibility to
explore strategic alternatives; and (iii) permitting unaffiliated shareholders
to liquidate their shares.

The Board of Directors believes that because of the Company's losses over
several years, the Existing Common Stock has remained very thinly traded and has
provided little liquidity for the Company's shareholders, particularly those
shareholders with larger equity positions in the Company. In addition, because
of the low trading volume and illiquidity of the Existing Common Stock, the
Company has not been able to utilize the shares as a source of financing for its
capital needs. For these reasons the Company has not been able to realize the
principal benefits of public ownership and the Company's management expects no
change in the situation regarding the Existing Common Stock for the foreseeable
future.

The Board of Directors also believes that there are considerable costs and
detriments to the Company in remaining a public reporting company. As part of
its registration under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company incurs direct and indirect costs associated with
compliance with the filing and reporting requirements imposed on public
companies. Examples of direct costs savings from termination of registration of
common shares include lower printing and mailing costs; less complicated
disclosure due to the company's private status; reduction in direct expenses
such as word processing, EDGARizing, telephone and telefax charges associated
with Securities and Exchange Commission filings; and elimination of the charges
of brokers and transfer agents in forwarding materials to beneficial owners. The
Company also believes that there will be a reduction in audit fees.

The Company also incurs substantial indirect costs as a result of executive time
expended to prepare and review such Exchange Act filings. Ceasing registration
of the common stock will reduce or eliminate these costs.

Based on its experience in prior years, the Company's direct costs, which
include a portion of the fees and expenses of independent auditors, printing,
mailing and SEC filing fees are estimated at approximately $95,000 annually.
This amount, however, is just an estimate, and the actual savings to be realized
may be higher or lower than such estimate. It is expected that any savings will
not be realized until the fiscal year ending December 31, 2003. However, the
Company cannot guarantee that the benefits of going private will be accomplished
as rapidly as currently expected, or at all.

If the Reverse Stock Split is approved and implemented, the number of
shareholders of record of the Company's common shares will be reduced to two.
The Company intends to terminate the registration of the common stock under the
Exchange Act pursuant to Section 12(g)(4) of the Exchange Act. The decision by
the Company to terminate Exchange Act registration upon implementation of the
Reverse Stock Split does not require shareholder approval and will not be voted
on at the Annual Meeting. The Company's duty to file periodic reports with the
SEC, such as quarterly and annual reports, will end once the Company's
securities are no longer registered under the Exchange Act, and the Company's
common stock will no longer be quoted on the OTC Bulletin Board, where it
currently is quoted.

The Company's Existing Common Stock was traded on the New York and Pacific Stock
Exchanges under the symbol DLT until April 6, 1994, when the Company's stock was
formally suspended from trading. The stock was subsequently delisted from both
exchanges. Since August 31, 1994, the Company's existing common stock

was traded on a limited basis in the over-the-counter markets.

The 1994 delisting of the Existing Common Stock resulted in progressively less
trading activity in the Company's Existing Common Stock, less liquidity for its
shareholders and diminished opportunities for future equity financing of the
Company's capital requirements. While a relisting of the Existing Common Stock
on the NASDAQ SmallCap Market System or the NASDAQ National Market System would
be desirable, such a relisting with either market system would require the
Company's compliance with much more stringent market price and market value
criteria that the Company currently does not meet.

The Company's management does not expect the Existing Common Stock to meet the
relisting criteria of either market system in the foreseeable future.

Upon the approval of the reverse stock split, the Company will have two
beneficial stockholders and there will be no market for the Company's shares.

In consideration of the aforementioned reasons, the Company's Board of Directors
on December 13, 2002, approved, subject to approval by the Company's
shareholders, a proposal to effect the Reverse Stock Split and the Amendment.

Alternatives. The Board of Directors considered several alternatives to the
proposed reverse stock split and related amendment to the Articles of
Incorporation reducing the number of authorized shares (the "related
amendment"). The Board considered a reverse split ratio which would have allowed
the Company to become a private company having fewer than 300 shareholder but
more retaining more than two shareholders. The Board rejected this alternative
as being unfair to the remaining larger unaffiliated shareholders who would then
no longer have even a limited market in which to sell their shares, thereby
effectively denying such shareholders the value of their shares until such time
as the Company were to pay dividends or the assets of the Company were sold. The
Board also considered the alternative that the Company make a tender offer for
its shares. The Board rejected this alternative because it did not present any
advantages over a reverse stock split.

The reverse stock split and related amendment are structured in such a way that
following the approval of the reverse stock split and related amendment only the
two largest shareholders of the Company will remain, Yasawa Holdings, N.V.
("Yasawa")and Selex International, B.V. ("Selex"). Yasawa and Selex are
controlled by Antony Gram, thus making two (2) beneficial owners following the
revised stock split. The Company presently requires an annual capital infusion
of approximately $4,000,000. The Company's public status has not aided the
Company in funding its continuing capital requirements. Such funds have been
provided most recently by Swan Development, a company owned and controlled by
Antony Gram. The market for the Company's stock has been relatively inactive
with long periods transpiring in which no Company stock is traded. The Company's
public status has minimal benefit to the Company and its shareholders and incurs
an annual expense of approximately $95,000 which does not take into account the
time officers, directors and other employees allocated to the Company with SEC
regulations.

Interests of Certain Persons. Antony Gram is the beneficial owner of a majority
of the outstanding shares of the Company and is the President, CEO and Chairman
of the Board of Directors of the Company. As such, he is able to dictate the
Company's actions. Antony Gram, through his holdings in Yasawa and Selex, will
be the sole beneficial holder of the remaining shares of the Company.

Reasons and Effects. At the Board of Directors' May 8, 2001 meeting, management
expressed its view that the Company and its shareholders are deriving little
benefit from the Company's being a public company. The Company is incurring
considerable costs to maintain this status.

The Board considered the advantages and disadvantages of being a private company
and unanimously directed management to conduct a preliminary cost and
feasibility study of going private, including a determination of the rights of
dissenting shareholders.

Subsequently Company management met with outside legal counsel to discuss a
Reverse Stock Split as well as other options for taking the Company private.
After discussion with legal counsel and other advisors of the options available,
management determined that a Reverse Stock Split was the most feasible in the
Company's current situation. By direction of the Board of Directors, management
engaged legal counsel and financial advisor to assist the Company in pursuing
the proposed Reverse Stock Split.

At the Board of Directors' December 13, 2001, meeting, management reported that
taking the Company private could be accomplished through the process of going
private through a Reverse Stock Split, with cash being paid for fractional
shares that result. The Board reconfirmed unanimously its agreement that it
would be in the Company's best interest to go private, and directed management
to identify the issues involved in a Reverse Stock Split. Management reported
that a 500,000:1 Reverse Stock Split to take the number of shareholders of
record below 300 had been evaluated, and that in management's opinion the
500,000:1 ratio was preferable in order to avoid discriminating against larger
unaffiliated shareholders.

In consideration of management's evaluation, the Board authorized a 500,000:1
Reverse Stock Split, subject to the approval of the Company's shareholders.

The board reviewed the duties of the Board of Directors under Delaware law in
evaluating a reverse stock split and discussed the preparation of documents to
be filed with the SEC in this regard. Also at this meeting, the board considered
the fairness opinion of the Miller Advisory Group wherein a price of $200,000.00
per share on a post-split basis ($.40 per share on a pre-split basis) to be paid
for fractional shares resulting from a 500,000:1 Reverse Stock Split was
determined to be fair to those shareholders receiving such payment for
fractional shares.

The Board then discussed the fairness of the Reverse Stock Split to the
shareholders who will receive New Common Stock. Because of the cost savings
associated with no longer being a public company and the perceived greater
prospects going forward for expanded strategic alternatives, the Board concluded
that a reverse stock split would be fair to such shareholders. The Board
considered that during the preceding thirty-six month period, the Company had
not received any bona fide offers from any person for (i) the merger or
consolidation of the Company into or with any person, (ii) the sale or other
transfer of all or any substantial part of the assets of the Company, or (iii)
securities of the Company which would enable the holder thereof to exercise
control of the Company. The Company during this period did not solicit any third
party offers to merge or acquire the Company, nor did it authorize any member of
the Board of Directors or unaffiliated party to do so. After the completion of
the presentations and discussions, the Board approved a 500,000:1 Reverse Stock
Split with $0.40 per pre-split share being paid for all Fractional Shares
resulting, and all corporate actions necessary in connection with these
undertakings, was approved unanimously to be placed for a vote before the
Company's shareholders at their 2002 Annual Meeting.

The Company and its Board of Directors is proposing the Reverse Stock Split at
this time because:

o The Company incurred an operating loss for the years 1998, 1999
and 2000; and

o The cost of remaining a public company continues to grow while no
corresponding benefit to the Company and its shareholders is
expected in the foreseeable future.

o The market for the Company's shares is extremely limited.

Failure to approve the Reverse Stock Split will sustain the Company's costs of
being a public company without corresponding benefit. The Company had 13,544,277
shares of common stock issued on the Record Date. If the Proposed Reverse Stock
Split and the Proposed Amendment to the Articles of Incorporation are approved
and implemented, each share of Existing Common Stock will automatically be
reclassified into 0.000002 of a fully paid and non-assessable share of New
Common Stock without any further action on the part of the shareholders.
Assuming no change in the number of outstanding shares from the Record Date if
the Reverse Stock Split is approved, the currently outstanding shares of
Existing Common Stock will be converted into approximately 27 shares of New
Common Stock. The Company estimates that approximately 1,763 shareholders will
hold fractional shares after the Reverse Stock Split, which fractional shares
will be purchased at a total cost of approximately $1,617,711 or $0.40 per share
for each of the 4,044,277 pre-split shares.

Adoption of the reverse stock split and related amendment are assured in view of
Mr. Antony Gram's statement that he intends to cause shares controlled by them
to be voted in favor of both proposals. The effect of the reverse stock split
and related amendment will be to purchase the shares of all shareholders not
affiliated with Mr. Antony Gram for a price of $.40 per share on a pre-split
basis.

FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT

The Board of Directors of the Company and Mr. Antony Gram individually, believe
that the proposed reverse split and related amendment to the Articles of
Incorporation is fair to the unaffiliated shareholders of the Company and is
fair to and in the best interest of the Company. The proposed reverse split and
related amendment to the Articles of Incorporation have not been structured so
that approval of a least a majority of unaffiliated security holders is
required. A majority of directors who are not employees of the Company have not
retained an unaffiliated representative to act solely on behalf of unaffiliated
security holders for purposes of negotiating the terms of the proposed reverse
split or of preparing a report concerning the fairness of the transaction. The
proposed reverse split was approved by a majority of the directors of the
Company, excluding Antony Gram and directors who are not employees of the
Company. The Company has not received a firm offer during the past two years to
merge or consolidate the Company with or into another company or visa versa, to
sell or transfer all or any substantial part of the assets of the Company, or to
sell sufficient securities that would enable the holder to exercise control of
the subject company. The Company did have initial discussions with a potential
buyers of the Company's Sunny Hill Development, in 2001 and in prior years, but
was unable to reach an agreement regarding all material terms.

The Board did not consider any factors that weighed against the fairness of the
Proposed Stock Split. The belief of the Company and of Antony Gram that the
proposed reverse split and related amendment to the Articles of Incorporation is
fair and the consideration offered to unaffiliated security holders constitute
fair value is based on consideration of a number of factors, including the
following:

Liquidation Value. In considering the fairness of the Proposed Reverse Stock
Split, the liquidation value of the Company was given little weight by the Board
of Directors because of the cost of development of the land and the absence of
potential buyers for the Company's unimproved land. The Company's total
liabilities exceeded its total assets by $8,317,000 and $8,839,000 as of
December 31, 2001 and 2000, respectively. The Company's debt was approximately
$10,277,000 and $10,972,000 as of December 31, 2001 and 2000, respectively.
While land inventory is reflected at cost, rather than fair market value,
development costs and the illiquidity of the undeveloped land, the value of all
real estate in its present state is insufficient to give the Company has a
significant liquidation value.

As of December 31, 2001, the real property labeled "Inventories" in the
Company's financial statements represents the following: "Unimproved" land is
primarily comprised of land which may not be resold because it is either
undevelopable or is common or recreational area. Land in various stages of
development includes the majority of the Sunny Hills development (12,536
undeveloped lots) and a portion of the Marion Oaks

subdivision (2,071 undeveloped lots). These lots are generally undeveloped,
requiring roads, drainage and the like. Before lots can be sold on the retail
market, they must developed with roads and drainage. The value of the real
property is shown at cost. Historically, the cost to develop these lots has been
recognized by the Company as $3,500 per lot. On this basis, the cost to develop
the 12,536 undeveloped lots in the Sunny Hills development would be estimated at
approximately $43,876,000 and to develop the 2,071 undeveloped lots in the
Marion Oaks subdivision would be estimated at approximately $7,248,500. "Fully
improved" land reflects these development costs. As of December 31, 2001, the
Sunny Hills development has 685 developed lots and the Marion Oaks subdivision
has 1,024 developed lots. The Company also owns a negligible number of lots in
other locations.

Offers to Purchase the Company. The Company has not received any firm offer to
purchase all or a substantial part of the Company's assets or to merge the
Company during the last five years. The Company did have initial discussions
with potential buyers of the Company's Sunny Hill Development in 2001 and in
prior years, but was unable to reach an agreement regarding all material terms.

Going Concern Value of the Company. In considering the fairness of the Proposed
Reverse Stock Split, the Board of Directors gave little weight to the going
concern value of the Company in light of the financial requirements presented by
the Company's negative cash flow, the development cost of its inventoried real
property. The Company's statements of consolidated cash flows as of December 31,
2000, and December 31, 2001, reflect that the Company lacks sufficient cash flow
to pay its operating obligations as they come due. Based on the December 31,
2001 Statements of Consolidated Cash Flows, any purchaser of the Company as a
going concern would be required to inject approximately $4,000,000 per year to
maintain the business in its present state.

Historic and Current Market Price in the Company's Stock. The Board gave the
greatest consideration to the current and historic market value of the Company's
common stock, the value of which has averaged well under the $.40 per share over
the last 60 months. The market value of the Company's stock on December 31,
2001, was $0.35 per share and as of July 22, 2002, was $0.30 per share. The
historic market value of the Existing Common Stock ranged between a high of
$0.687 and a low of $0.062 for the 58-month period January 1997 to October 2001.
The trading volume of the Company's common shares has been relatively thin. The
total number of shares traded in 2001 was 505,100; 714,300 for 2000; 757,500 for
1999; and 662,800 for 1998. Over this period, there were weeks in which no
shares of the stock were traded. For example, during the month of October 2001,
only 500 shares were traded. A significant amount of the stock purchases were
made by Rudy Gram. Without those purchases, the Board believed the stock price
most likely would have been far less.

REPORTS, APPRAISALS AND NEGOTIATIONS

On September 5, 2001, the Board of Directors retained Miller Advisory Group
("Miller") to act as its financial advisor and to render an opinion with respect
to fairness, from a financial point of view to the company shareholders of the
proposed purchase price for fractional shares ("Opinion"). In requesting
Miller's fairness opinion, the Board of Directors did not give any special
instructions to Miller or impose any limitations upon the scope of the
investigations that Miller deemed necessary to enable it to deliver its Opinion.

The Company received an Opinion from an outside party relating to the fairness
of the consideration to be offered to unaffiliated shareholders from Miller
dated March 5, 2002. The Opinion stated that the purchase price of $.40 per
share for fractional shares of the Company's common stock was fair from a
financial point of view to the unaffiliated shareholders of the Company. Miller
was selected by the Board of Directors because Miller had previously provided
financial services to the Company in 1997 concerning the transaction in which
stockholders, other than Selex and Yasawa, voted to approve a debt restructuring
that gave Selex and Yasawa its 73.23% share ownership, which it presently has,
and because the Board of Directors considered Miller to be qualified to render
an Opinion with regard to the fairness of the proposed reverse split by virtue
of Ronald L.

Miller's background. The Company has not had any material relationship in the
past two years with Miller or with Ronald L. Miller other than the engagement to
render the Opinion with regard to the proposed reverse split and none is
contemplated. The Board of Directors determined the amount of consideration to
be paid and requested Miller's Opinion as to whether the proposed stock split
and resulting purchase of fractional shares would be fair to the unaffiliated
shareholders of the Company. Miller was first engaged to render the Opinion
September 5, 2001, and has been compensated for such Opinion in the amount of
$27,500 plus accountable expenses not to exceed $2,500. Miller's Opinion and the
letter in support of its Opinion accompany this Proxy Statement. Miller's
Opinion was based on interviews with Sharon J. Hummerhielm, Executive Vice
President and Corporate Secretary and John R. Battle, Treasurer until June 7,
2002, as well as a review of the Company's Proxy Statements and Annual Meeting
Notices for the years 2000 and 2001, Forms 10-K for the year ending December 31,
1999, and the year ending December 31, 2000, and Forms 10-Q for quarters ending
March 31, 2001, June 30, 2001, and September 30, 2001. Additionally, Miller
reviewed historical charts of the Company's stock performance and activity, a
list of stock purchases by Rudy Gram for the period of September 30, 1996 to
June 6, 2001 and insider trading reports. Miller's conclusion was that the
transaction was fair. In reaching this conclusion, Miller gave little weight to
the going concern value of the Company in view of the fact that it was operating
at a cash flow deficit of approximately $4 million per year and gave no weight
to the liquidation value of the Company in view of the scarcity of potential
buyers for the property owned by the Company and the cost of developing the land
owned by the Company. Miller gave greatest consideration to the current and
historic market value of the Company's common stock, the value of which has
averaged well under $.40 per share for the last 60 months.

A copy of the Opinion is attached as Exhibit 1 and should be read in its
entirety by the Company's shareholders.

SUMMARY TERM SHEET

This summary highlights selected information from this Proxy Statement and may
not contain all of the information that is important to you. To better
understand the terms and conditions of the Reverse Stock Split, as well as the
consequent amendments to our Articles of Incorporation, you should carefully
read this entire document, its attachments and the other documents to which we
refer.

WHAT WILL I RECEIVE IF THE REVERSE STOCK SPLIT IS APPROVED?

If the Reverse Stock Split is approved by the shareholders and implemented:

o Shareholders owning fewer than 500,000 shares will receive $.40
for each share presently held by them. Following the Proposed
Reverse Stock Split, two shareholders, Yasawa and Selex which are
controlled by Antony Gram and which own more than 500,000 shares
each, will remain. Antony Gram Intends to vote in favor of the
reverse stock split, assuring its adoption.

o The procedure for this exchange is described below under the
caption "PROPOSAL ONE--Exchange of Certificates and Payment of
Fractional Shares".

o No new certificates representing fractional shares will be
issued. Instead, fractional shares will be purchased from holders
at a rate of $200,000.00 per whole share of new common stock.
This transaction will not involve commissions or other
transaction fees that would be charged if you sold shares on the
open market. We estimate that up to an aggregate of approximately
$1,617,711 will be paid to approximately 1,763 of our
shareholders for their resulting fractional shares.

The payment of cash in lieu of fractional shares is described

below under the caption "PROPOSAL ONE--Exchange of Certificates
and Payment of Fractional Shares".

HOW WILL THE ARTICLES OF INCORPORATION BE AMENDED?

o Our Articles of Incorporation will be amended to reduce the
number of authorized shares of our common stock in the same
500,000 for one ratio, from 15,000,000 shares to 30 authorized
shares, which is in proportion to the Reverse Stock Split.

The reduction in the number of authorized common shares is
described below under the caption "PROPOSAL ONE--Reverse Stock
Split and Proposed Amendment to the Company's Articles of
Incorporation".

WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE REVERSE STOCK SPLIT AND THE
REDUCTION OF AUTHORIZED SHARES?

O Advantages. All but the majority of shares controlled by Antony
Gram will be purchased at $.40 per share allowing investors to
liquidate their investments. The reduction in the number of
shareholders will allow the Company to deregister as a public
company.

O Disadvantages. Most existing shareholders will no longer own
shares in the Company.

WHAT CONFLICTS OF INTEREST EXIST?

O Antony Gram is the beneficial owner of a majority of the
outstanding shares of the Company and is the President, CEO and
Chairman of the Board of Directors of the Company. As such, he is
able to dictate the Company's actions. Selex and Yasawa and
Antony Gram through his ownership in each will be the sole
beneficial holders of the remaining shares of the Company.

WHAT DOES "GOING PRIVATE" MEAN?

o There will then be two record shareholders remaining, less than
300 shareholders of record of our common stock and registration
of our common stock under the Securities Exchange Act of 1934, as
amended, will be terminated, resulting in the delisting for our
common stock from the OTC Bulletin Board.

o Going private is described below under the caption "PROPOSAL
ONE--Reverse Stock Split and Proposed Amendment to the Company's
Articles of Incorporation".

o If the Reverse Stock Split is approved, we would not have to
provide our shareholders with information that we currently
provide, such as annual, quarterly and other reports required to
be filed by us with the Securities and Exchange Commission (the
"SEC").

o Our common stock will no longer be quoted on the OTC Bulletin
Board, and there may be no public market for the new common
stock.

o The delisting of our common stock is described below under the
caption "PROPOSAL ONE--Reverse Stock Split and Proposed Amendment
to the Company's Articles of Incorporation."

ARE THE REVERSE STOCK SPLIT AND REDUCTION OF AUTHORIZED SHARES FAIR TO
SHAREHOLDERS WHOSE INTERESTS IN DELTONA WILL BE PURCHASED?

O The Board of Directors believes the reverse split and purchase of
fractional shares at $.40 per share is fair to shareholders
unaffiliated with Antony Gram.

O The Board of Directors has reviewed the opinion of Miller
Advisory Group that the reverse stock split is fair to
unaffiliated shareholders.

DO I HAVE APPRAISAL OR DISSENTER'S RIGHTS?

o Under Delaware law, the law governing the Reverse Stock Split,
you do not have the right to demand the appraised value of your
shares (dissenter's rights) if you vote against the proposed
transaction. Your rights are described under "PROPOSAL
ONE--Appraisal Rights and Dissenter's Rights."

WHAT ARE THE TAX IMPLICATIONS OF THE REVERSE STOCK SPLIT?

O Shareholders who receive cash in lieu of fractional shares of New
Common Stock will be treated as receiving cash as payment in
exchange for their fractional shares of New Common Stock, and
they will recognize capital gain or loss in an amount equal to
the difference between the amount of cash received and the
adjusted basis of the fractional shares surrendered for cash.

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements. Additional written or
oral forward-looking statements may be made by us from time to time in filings
with the SEC or otherwise. The words "believe," "expect," "anticipate,"
"estimate," "project," and similar expressions identify forward-looking
statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Further events and actual
results could differ materially than those set forth in, contemplated by, or
underlying the forward-looking statements. Statements in this Proxy Statement
describe factors that could contribute to or cause such differences.

We caution you not to place undo reliance on any forward-looking statements made
by, or on behalf of, the Company in this Proxy Statement or in any of our
filings with the SEC or otherwise. Additional information with respect to
factors that may cause the results to differ materially from those contemplated
by forward-looking statements is included in our current and subsequent filings
with the SEC. See "Available Information."

GENERAL INFORMATION

VOTING PROCEDURES AND REVOCABILITY OF PROXIES

The only shareholders entitled to vote at the Annual Meeting are the holders of
record at the close of business on the Record Date. On the Record Date there
were 13,544,277 outstanding shares of Existing Common Stock. Each outstanding
share of Existing Common Stock is entitled to one vote on each matter to come
before the Annual Meeting.

The accompanying proxy card is designed to permit each shareholder of record on
the Record Date to vote on the proposals described in this Proxy Statement. The
proxy card provides space for a shareholder to: (a) vote for or against any
proposal to be considered at the Annual Meeting; or (b) abstain from voting on
any proposal if the shareholder chooses to do so. The Reverse Stock Split and
the Amendment to the Company's Articles of Incorporation requires the
affirmative vote of holders of a majority of the outstanding shares of Existing

Common Stock as of the Record Date, the affirmative vote or 6,772,141 shares or
one vote more than 50% of the 13,544,277 shares of common stock outstanding.

The holders of a majority of the outstanding shares of Existing Common Stock
present, in person or by proxy, and entitled to vote at the Annual Meeting will
constitute a quorum for the transaction of business at the Annual Meeting. If a

quorum should not be present, the Annual Meeting may be adjourned from time to
time until a quorum is obtained. Abstentions and broker nonvotes are considered
for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions and broker nonvotes will have the effect of
a vote against the Reverse Stock Split and the related Amendment to the
Company's Articles of Incorporation. Shareholders are urged to sign the
accompanying form of proxy and return it promptly.

When a signed proxy card is returned with choices specified with respect to
voting matters, the shares represented are voted by proxies designated on the
proxy card in accordance with the shareholder's instructions. The designated
proxy for the shareholders is Sharon Hummerhielm. A shareholder desiring to name
another person as his or her proxy may do so by crossing out the names of the
designated proxies and inserting the name of such other person to act as his or
her proxy. In that case, it will be necessary for the shareholder to sign the
proxy card and deliver it to the person named as his or her proxy and for the
person so named to be present and vote at the Annual Meeting. Proxy cards so
marked should not be mailed to the Company.

If a signed proxy card is returned and the shareholder has made no
specifications with respect to voting matters, the shares will be voted in favor
of all the proposals described in this Proxy Statement and, at the discretion of
the designated proxies, on any other matter that may properly come before the
Annual Meeting or any adjournment. The Company does not know of any business
that will be presented for consideration at the Annual Meeting other than the

Reverse Stock Split and related Amendment. However, if any other business should
come before the Annual Meeting, it is the intention of the designated proxies to
vote on any such business in accordance with the recommendation of management.

Any shareholder of the Company has the unconditional right to revoke his or her
proxy at any time prior to the voting thereof by (i) notifying the Secretary of
the Company in writing at the Company's principal executive office, (ii)
executing and delivering a subsequent proxy or (iii) personally appearing at the
Annual Meeting and casting a contrary vote. However, no revocation shall be
effective unless and until notice of such revocation has been received by the
Company at or prior to the Annual Meeting.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock was traded on the New York and Pacific Stock
Exchanges under the ticker symbol DLT. On April 6, 1994, both the New York and
Pacific Stock Exchanges suspended the Company's Common Stock from trading and
instituted procedures to delist the Company's Common Stock. On June 16, 1994,
the Company's Common Stock was formally removed from listing and registration on
the New York Stock Exchange. As of August 31, 1994, the Company's Common Stock
was traded on a limited basis in the over-the-counter markets (on the bulletin
board) under the symbol DLTA. The low and high bid quotation at which the stock
was traded for the last completed eight calendar quarters is as follows:

Period Low High

1st Quarter 2000 $0.19 $0.21
2nd Quarter 2000 $0.15 $0.25
3rd Quarter 2000 $0.18 $0.63
4th Quarter 2000 $0.14 $0.53
1st Quarter 2001 $0.16 $0.56
2nd Quarter 2001 $0.25 $0.45
3rd Quarter 2001 $0.25 $0.46
4th Quarter 2001 $0.25 $0.37
1st Quarter 2002 $0.25 $0.36
2nd Quarter 2002 $0.29 $0.34

The Company has never paid cash dividends on its Common Stock. TheCompany's
loan agreements contain certain restrictions which currently prohibit the
Company from paying dividends on its Common Stock. The Board of Directors
believes the cost savings associated with no longer being a public company will
be approximately $95,000 a year.

A Reverse Stock Split of 500,000 for 1 is estimated to reduce the number of
shareholders of record to two, based on March, 2002 records. See "Fairness of
the Reverse Stock Split Proposal" below for a discussion of the determination of
a fair price for fractional shares.

EXCHANGE OF CERTIFICATES AND PAYMENT OF FRACTIONAL SHARES

If the shareholders approve the Reverse Stock Split, the Company will file the
Amendment with the Secretary of State of the State of Delaware. The Reverse
Stock Split will become effective on the date the Certificate of Amendment is
issued by the Secretary of State of the State of Delaware (the "Effective
Date").

As soon as practicable after the Effective Date, each holder of an outstanding
certificate theretofore representing Existing Common Stock will receive from

American Stock Transfer & Trust Company as the Company's transfer agent (the
"Exchange Agent") instructions for the surrender of such certificate to the
Exchange Agent. The instructions will include a Letter of Transmittal to be
completed and returned to the Exchange Agent with such certificate. As soon as
practicable after the surrender to the Exchange Agent of any certificate which
represented shares of Existing Common Stock, together with a duly executed
Letter of Transmittal and any other documents the Exchange Agent may specify,
the Exchange Agent shall deliver to the person in whose name such certificates
have been issued, (i) certificates registered in the name of such person
representing the number of full shares of New Common Stock into which the shares
of Existing Common Stock represented by the surrendered certificate shall have
been reclassified, and/or (ii) cash for fractional shares. Until surrendered as
contemplated by the preceding sentence, each certificate which represented
shares of Existing Common Stock shall be deemed at and after the Effective Date
to represent the number of full shares of New Common Stock contemplated by the
preceding sentence.

For the purpose of determining ownership of Existing Common Stock at the
Effective Date, shares will be considered to be held by the person in whose name
those shares are registered in the stock records of the Company, regardless of
the beneficial ownership of those shares. No service charges, brokerage
commissions or transfer taxes shall be payable by any holder of any certificate
which prior to the approval of the Reverse Stock Split represented any shares of
Existing Common Stock, except that if any certificates for New Common Stock are
to be issued in a name other than that in which the certificates for shares of
Existing Common Stock surrendered are registered, it shall be a condition of
such issuance that (i) the person requesting such issuance pay to the Company
any transfer taxes payable by reason thereof (or prior transfer of such
surrendered certificate, if any) or establish to the satisfaction of the Company
that such taxes have been paid or are not payable, and (ii) such surrendered
certificate shall be properly endorsed and otherwise be in proper form for
transfer.

No certificates or scrip representing fractional shares of New Common Stock
shall be issued in connection with the Reverse Stock Split. Instead,
shareholders holding a number of shares of Existing Common Stock not evenly

divisible by five hundred thousand, and shareholders holding less than five
hundred thousand shares of Existing Common Stock, upon surrender of their old
certificates, will receive cash in lieu of fractional shares of New Common
Stock. The price payable by the Company for fractional shares will be determined
by multiplying the fraction of a share of New Common Stock by $200,000.00.

Approval of the Reverse Stock Split will require approval by a majority of the
shares of Existing Common Stock that were outstanding on the Record Date.

Accordingly, the Reverse Stock Split will be approved if at least 6,772,141
shares of Existing Common Stock or one vote more than 50% of the 13,544,277
outstanding shares of existing Common Stock are voted in favor of the Reverse
Stock Split.

CERTAIN EFFECTS OF REVERSE STOCK SPLIT PROPOSAL ON THE COMPANY'S SHAREHOLDERS

1. Rights, Preferences and Limitations. There are no differences
between the respective rights, preferences or limitations of the Existing Common
Stock and the New Common Stock. If the Reverse Stock Split is approved and
implemented, each shareholder's percentage interest will be the same as it was
prior to the approval of the proposal, except for the effect of the elimination
of fractional shares. There will be no differences with respect to dividend,
voting, liquidation or other rights associated with the Company's common stock
before or after the Reverse Stock Split.

If the Reverse Stock Split is approved, the Company's Articles of Incorporation
will be amended to change the authorized common stock from the currently
authorized 15,000,000 shares to 30 authorized shares. The Company will then have
approximately 19 shares issued and outstanding, 11 shares authorized but
unissued.

No commitments, plans, understandings or agreements have been made by the Board
of Directors or the officers of the Company for use of the authorized but
unissued stock.

If the Board of Directors issues additional shares of New Common Stock in the
future, current shareholders may suffer dilution of their present interests in
the Company, to the extent such future issuances do not involve the current
shareholders of the Company.

2. Financial Effect. The Reverse Stock Split and expenses
related to the transaction will not have a material effect on the Company's
Balance Sheet, Income Statement or Cash Flow.

The Reverse Stock Split will require a restatement of the Company's earnings per
share and book value.

The total number of fractional shares to be purchased is estimated to be
approximately 4,044,277 at a cost of approximately $1,617,711. The cost of the
Reverse Stock Split transaction will come from the Company's available cash
balances and from loans to be made by entities controlled by Mr. Antony Gram.
Whether or not the loans will be made under the Company's additional Advance
Promissory Note with Swan Development Corporation, as are the Company's other
current loans, or through alternative financing where the term of the loan
or loans and any plans or arrangements to repay the loan or loans have not
been made, has not been determined.

3. Effect on Market for Shares. The Company estimates that the number
of shares of New Common Stock outstanding after the Reverse Stock Split, if
effected, 19 shares in the hands of two shareholders. As a result, there will be
no market for the Company's shares.

The Company has no current plans to issue additional shares of stock,
but the Company reserves the right to do so at any time and from time to time at
such prices and on such terms as the Board determines to be in the best
interests of the Company and its then shareholders. Persons who continue as
shareholders following implementation of the Reverse Stock Split proposal will
not have any preemptive or other preferential rights to purchase any of the
Company's stock that may be issued by the Company in the future, unless such
rights are currently specifically granted to such shareholder.

4. Termination of Exchange Act Registration of New Common Stock. The

Reverse Stock Split proposal will affect the public registration of the New
Common Stock with the SEC under the Exchange Act, as the Company intends to
terminate this registration as soon as practicable after approval of the Reverse
Stock Split proposal by the shareholders. The Company may terminate registration
under the Exchange Act if the New Common Stock is no longer held by 300 or more
shareholders of record. Termination of registration of the New Common Stock
under the Exchange Act would substantially reduce the information required to be
furnished by the Company to its shareholder and to the SEC and would make
certain provisions of the Exchange Act, such as proxy statement disclosure in
connection with shareholder meetings and the related requirement of an annual
report to shareholders, no longer applicable to the Company.

With respect to the executive officers and directors of the Company, in
the event of the intended termination of registration of the New Common Stock
under the Exchange Act: (a) executive officers, directors and other affiliates
would no longer be subject to many of the reporting requirements and
restrictions of the Exchange Act, including without limitation the reporting and
short-swing profit provisions of Section 16 thereof. Upon termination of
Exchange Act registration, the Company will continue to be subject to the
general anti-fraud provisions of federal and applicable state securities laws.

FEDERAL INCOME TAX CONSEQUENCES

THE FOLLOWING DISCUSSION SUMMARIZING CERTAIN FEDERAL TAX CONSEQUENCES IS BASED
ON CURRENT LAW AND IS INCLUDED FOR GENERAL INFORMATION ONLY. SHAREHOLDERS SHOULD
CONSULT THEIR OWN TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
EFFECTS OF THE REVERSE STOCK SPLIT IN LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.

The receipt of New Common Stock solely in exchange for Existing Common Stock
will not result in recognition of gain or loss to the shareholder. The adjusted
tax basis of the shareholder's New Common Stock will be the same as the
shareholder's adjusted tax basis in the Existing Common Stock. The holding
period of New Common Stock received solely in exchange for Existing Common Stock
will include the shareholder's holding in the Existing Common Stock. No gain or
loss will be recognized by the Company upon the Reverse Stock Split.

Shareholders who receive cash in lieu of fractional shares of New Common Stock
will be treated as receiving cash as payment in exchange for their fractional
shares of New Common Stock, and they will recognize capital gain or loss in an
amount equal to the difference between the amount of cash received and the
adjusted basis of the fractional shares surrendered for cash.

APPRAISAL RIGHTS AND DISSENTER'S RIGHTS

No appraisal or dissenters' rights are available under the Act to shareholders
who dissent from the Reverse Split. There may exist other rights or actions
under Delaware Law or federal or state securities laws for shareholders who are
aggrieved by the Reverse Split generally. Such causes of action are generally
based on alleged breaches of directors' fiduciary responsibility or the adequacy
of corporate disclosure.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE REVERSE STOCK SPLIT AND THE RELATED AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following information as of August 23, 2002, is provided with respect to
each director of the Company:

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

Year First

Name and Age Principal Occupation and Other Information Elected Director
------------ ------------------------------------------ ----------------

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

Christel DeWilde, 39 Financial Analyst for Antony Gram since February 1995. 1998
(b)(d) Prior to joining Mr. Gram, Ms. DeWilde was Chief
Financial Officerof the Sab Wabco Group, Brussels
BeFrom May 1991 to December 1992, Ms. Degium from December 1992 to February W1995. From May
1991 to December 1992, Ms. Dewilde was audit manager for
Marcel Asselberghs & Co.

George W. Fischer, 61 Mr. Fischer is retired. From 1975 through 1995 he 1992
(a),(b),(c) served as President of H.E.C. Fischer, Inc., a closely
held real estate company.

Antony Gram, 59 Chairman of the Board of Directors and Chief Executive 1992
(a), (c), (d), (e) Officer of the Company since July 13, 1994 and
President since October 2, 1998. For more than the past
five years, Mr. Gram has served as Managing Director
of Gramyco, a scaffolding company, based in Belgium.

Rudy Gram, 38 Vice President, Swan Development Corporation, based in 1995
(a),(c), (e) St. Augustine, Florida.

Thomas B. McNeill, 67 Retired partner of Mayer, Brown & Platt, Chicago, 1975
(b),(d) Illinois. The law firm of Mayer, Brown & Platt has
performed legal services on the Company's behalf from
1992 through the present.
------------------------------------- --------------------------------------------------------- --------------------

Current Committee Members & Affiliations:
(a) Member, Executive Committee.
(b) Member, Audit Committee.
(c) Member, Executive Compensation Committee.
(d) Member, Nominating Committee.
(e) Rudy Gram is the son of Antony Gram.

Additional Information Concerning the Board of Directors

Currently, Directors DeWilde, McNeill and Rudy Gram receive a fee of
$1,000 per month for services as a Director of the Company and are reimbursed
for travel and related costs incurred with respect to committee and board
meetings. Mr. Fischer receives a fee of $1,600 per month for services as a
Director of the Company and as the Board's representative on the Management
Committee; he is also reimbursed for travel and related costs incurred with
respect to committee and board meetings. Mr. Antony Gram does not receive a
monthly Director's fee; however, he is reimbursed for travel and related costs
incurred with respect to committee and board meetings and other Company business
activities.

The Board of Directors has several standing committees: an Executive
Committee, an Audit Committee, an Executive Compensation Committee and a
Nominating Committee.

The Executive Committee, of which Antony Gram is Chairman, exercises
certain powers of the Board of Directors during the intervals between meetings
of the Board and met once during 2001.

The Audit Committee, of which Mr. McNeill is Chairman, confers with the
independent auditors of the Company and otherwise reviews the adequacy of
internal controls, reviews the scope and results of the audit, assesses the
accounting principles followed by the Company, and recommends the selection of
the independent auditors. There were two meetings of the Audit Committee during
2001.

The Executive Compensation Committee is chaired by Mr. Fischer, who
serves on no similar committee of any other company. While the other members of
the Committee, Messrs. Antony Gram and Rudy Gram, may serve together as
directors of other companies, none serves as a member of any other compensation
committee. The Committee reviews the methods and means by which management is
compensated, studies and recommends new methods of compensation, and reviews the
standards of compensation for management. In addition, the Executive
Compensation Committee administers the Annual Executive Bonus Plan. No member of
the Committee is eligible to participate in any of the Company's compensation
and benefit plans. See "Compensation Committee Report." The Executive
Compensation Committee held one meeting during 2001.

The Nominating Committee, of which Mr. McNeill is Chairman, recommends
to the Board of Directors nominees to fill additional directorships that may be
created and to fill vacancies that may exist on the Board of Directors. There
was one meeting of the Nominating Committee during 2001, held as part of a Board
of Directors meeting. The Nominating Committee will consider nominees
recommended by stockholders. Recommendations by stockholders should be submitted
to the Secretary of the Company and should identify the nominee by name and
provide detailed background information. Recommendations received by December
31, 2002 will be considered by the Nominating Committee for nomination at the
2003 Annual Meeting.

During 2001, the Board of Directors held three meetings. Each director
attended at least 75% of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees on
which he or she served.

Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee (the "Committee") is composed of Mr.
Fischer, Chairman, and Messrs. Antony Gram and Rudy Gram. Mr. Antony has served
as Chairman of the Board and Chief Executive Officer of the Company, and thus,
as an executive officer of the Company, since July 13, 1994. Additionally, Mr.
Antony Gram is deemed to be the beneficial owner of 73.23% of the Company's
Common Stock since he is the beneficial owner of Yasawa Holdings, N.V.
("Yasawa") (which holds 52.41% of the Common Stock of the Company as of March
15, 2002), as well as the holder of a majority equity interest in Wilbury
International N.V., a Netherlands Antilles corporation ("Wilbury"), which owns
all of the issued and outstanding stock of Selex International B.V. ("Selex")
(which holds 20.82% of the Common Stock of the Company as of March 15, 2002).
See "Ownership of Voting Securities of the Company."

Mr. Rudy Gram, a member of the Committee, a member of the Board of
Directors and a candidate for re-election to the Board of Directors, is the son
of Mr. Antony Gram. See "Ownership of Voting Securities of the Company."

From June 19, 1992 through March 1999, the Company had entered into
loan agreements with Selex International B.V., a Netherlands corporation
("Selex"), Yasawa Holdings, N.V., a Netherlands Antilles Corporation ("Yasawa"),
Swan Development Corporation ("Swan") and related parties, including Scafholding
B.V. ("Scafholding"). Since December, 1992, the Company has been dependent on
loans and advances from Selex, Yasawa, Swan and their affiliates in order to
meet its working capital requirements.

Indebtedness under various purchase money mortgages and loan agreements
is collateralized by substantially all of the Company's assets, including stock
of certain wholly-owned subsidiaries. The Company's outstanding debt to Yasawa
is secured by a

first lien on the Company's receivables and a mortgage on all of the Company's
property; and the Company's outstanding debt to Swan is secured by a second lien
on the Company's receivables.

The Company's outstanding debt to Yasawa as of March 31, 2002 was
$3,900,000. The terms of repayment of the restructured Yasawa loan provide for
monthly payments of principal in the amount of $100,000 payable monthly in cash
or with contracts receivable at 100% of face value, with recourse. Interest
accrues on the declining balance at the prime rate, adjusted semi-annually to
equal the prime rate then in effect. From January 2002 to March 31, 2002, the
interest rate on outstanding debt was 4.75%, which was the prime rate. Yasawa
and Scafholding have not required the Company to make interest payments since
September 1, 1998. Yasawa and Scaffolding did not require the Company to make
interest payments since September 1, 1998. As of March 31, 2002, the total
amount of interest accrued is approximately 1,504,000 , which is included in
accrued expenses.

From October 9, 1998 through the present, Swan continued to loan the
Company funds to meet its working capital requirements. The Company's
outstanding debt to Swan was $6,634,000 as of March 31, 2002. The Company
signed a promissory note to Swan in March 1999 which provides that funds
advanced by Swan will be paid back by the Company monthly in contracts
receivables at 90% of face value, with recourse. There is no interest for
the first six months after an advance of money is received from Swan by the
Company. Currently the interest rate is the prime rate, adjusted semi-
annually to equal the prime rate then in effect. Each time an advance is made,
a supplemental note is signed. The amount of each monthly payment will vary
and will be dependent upon the amount of contracts receivable in the
Company's portfolio, excluding contracts receivable held as collateral for
prior receivable sales. Pursuant to the terms of the promissory note, the
Company is required to transfer to Swan monthly as debt
repayment all current contracts receivable in the Company's portfolio in excess
of the aggregate sum of $500,000. Funds advanced by Swan were used by the
Company to meet the Company's working capital requirements. From January 2002 to
March 31, 2002, the interest rate on the outstanding debt was 4.75%, which was
the prime rate. As of March 31, 2002, the total amount of interest accrued is
approximately $ 642,000, which is included in accrued expenses.

For 2002 and 2001, the Company recorded interest expense for the first six
months of each loan advance from Swan that is non-interest bearing at the prime
rate. Since the interest is not paid to Swan, the amount calculated is recorded
as a capital contribution increase to capital surplus. For the first three
months of 2002, the Company recorded interest expense and a capital contribution
in the amount of approximately $75,000.

In the future, if the Company elects to do so, Yasawa and Scafholding
have agreed to purchase contracts receivable at 65% of face value, with
recourse. The Company has an agreement with Swan whereby Swan may loan the
Company funds to be repaid with contracts receivable at 90% of face value, with
recourse.

Executive Officers of the Company

The table below sets forth the executive officers of the Company as of
September 5, 2002 (officers, not assistant officers, compensated in excess of
$40,000 in 2001 and the Chairman of the Board), their ages and their
principal occupations during the past five years. Each has been appointed to
serve in the capacities indicated until their successors are appointed and
qualified, subject to their earlier resignation or removal by the Board of
Directors.

Principal Occupation

Name and Age During the Past Five Years

Antony Gram, 59.............................. Chairman of the Board of Directors and Chief Executive Officer of the
Company since July 13, 1994 and President since October 2, 1998. For
more than the past five years, Mr. Gram has served as Managing Director
of Gramyco, a scaffolding company, based in Belgium.

Sharon J. Hummerhielm, 52........... Mrs. Hummerhielm joined the Company in March 1975. She was appointed
Executive Vice President and Corporate Secretary on October 2, 1998 after
having served as Vice President- Administration and Corporate Secretary since
May 1995 and Vice President - Administration prior to that time.

EXECUTIVE COMPENSATION

Due to the Company's liquidity situation, Antony Gram has served as
Chairman of the Board, Chief Executive Officer and President of the Company
without compensation. The Securities and Exchange Commission's rules on
executive compensation disclosure require, however, that the Summary
Compensation Table which appears below, depict the compensation for the past
three years of the Company's chief executive officer and its four most highly
compensated executive officers whose annual salary and bonuses exceed $100,000.
Accordingly, the table set forth below, discloses the annual compensation paid
to Antony Gram (Chairman of the Board, Chief Executive Officer and President)
and Sharon Hummerhielm (Executive Vice President and Corporate Secretary) for
the three years ended December 31, 2001.

Summary Compensation Table

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

Annual Long Term
-
Compensation Compensation

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

Awards Payouts
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Name and Fiscal Salary Bonus ($) Other Annual SARs/Restricted Stock LTIP All Other
Principal Position Year ($) Compensation Stock Awards Options Payouts Compensation
(a) (#) ($)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Antony Gram, 2001 -- -- -- -- -- -- --
Chairman of the 2000 -- -- -- -- -- -- --
Board , President 1999 -- -- -- -- -- -- --
& CEO

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

Sharon J. 2001 $122,947 -- -- -- -- -- --
Hummerhielm 2000 $122,939 $10,245(b) -- -- -- -- --
Exec.VP& 1999 $112,500 $22,500(b) -- -- -- -- --
Corporate Sec'y

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

(a) In accordance with the rules of the Commission, amounts totaling less
than the lower of $50,000 or 10% of the total annual salary and bonus have been
omitted.

(b) Ms. Hummerhielm was awarded a bonus of $10,245 in 2000, which was not
paid until January 2001; $22,500 in 1999, which was not paid until January,
2000.

Employment Contracts

One executive officer, Mrs. Hummerhielm, is employed pursuant to an
employment agreement which provides that if her employment is terminated due to
death, payment of compensation to her beneficiary continues for six months and,
if employment is otherwise terminated by the Company without cause (defined as
gross misconduct), she is entitled to receive one year's compensation, payable
in twenty-four equal semi-monthly installments. For purposes of this agreement,
compensation includes salary, car allowances, vacation pay, fringe benefits,
benefit plans, perquisites and other like items.

COMPENSATION COMMITTEE REPORT

Compensation Philosophy

It is the goal of the Company and this Committee to align all
compensation, including executive compensation, with business objectives and
both individual and corporate performance, while simultaneously attracting and
retaining employees who contribute to the long-term success of the Company. The
Company attempts, within its resources, to pay competitively and for performance
and management initiative, while striving for fairness in the administration of
its compensation program. The Compensation Committee is composed of Antony Gram,
Rudy Gram and George W. Fischer, who acts as chairman.

Executive Compensation Program

It has long been the policy of the Company to encourage and enable
employees upon whom it principally depends to acquire a personal proprietary
interest in the Company. In prior years, the total executive compensation
program of the Company consisted of both cash and equity-based compensation and
was comprised of three key elements: salary, an annual bonus and a long term
incentive plan.

Salary

Salaries paid to officers (other than the Chief Executive Officer and
President) are based upon the Committee's review of the nature of the position,
competitive salaries and the contribution, experience and Company tenure of the
officer. Salaries (if any) paid to the Chief Executive Officer and President are
determined by the Committee, subject to ratification by the Board of Directors
and are based upon the Committee's

subjective evaluation of contributions to the Company, performance and salaries
paid by competitors to their Chief Executive Officer and President. Since
January 1999, Mrs. Hummerhielm, and two other assistant officers were granted
salary increases.

Annual Bonus

Although the Company's liquidity situation has required the Company to
limit the awarding of bonuses to only certain limited instances, it is the
intention of the Committee that an executive's annual compensation consist of a
base salary and an annual bonus. All officers and managerial employees of the
Company (except those who are otherwise entitled to receive additional
compensation) will be considered by the Compensation Committee for a bonus. Such
bonuses are earned based upon the success of the Company, or of the subsidiary
or division for which the individual is responsible, in achieving its goals.
Their were no bonuses awarded to, earned by, or paid to, any officer of the
Company during or in respect to 2001.

Long Term Incentive Program

Presently, there are no long-term cash and equity incentives provided
through any Stock Plan. The previous Stock Plan terminated, pursuant to its
terms, on December 31, 1996.

Chief Executive Officer Compensation

Since July 13, 1994, Antony Gram has served as Chairman of the Board
and Chief Executive Officer of the Company. In October 1998, he was also
appointed to the position of President. Mr. Gram has been responsible for
resolving the problems facing the Company and developing an alternative business
plan to enable the Company to continue as a going concern. During the process of
resolving such difficulties and developing such plan, Mr. Gram has agreed to
serve without compensation, with the understanding that all ordinary, necessary
and reasonable expenses incurred by him in the performance of his duties,
including travel and temporary living expenses, will be reimbursed by the
Company and with the further understanding that the Committee and the Board will
thereafter consider establishing an appropriate salary to be paid him for his
services.

Compliance With Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1,000,000
paid to the corporation's Chief Executive Officer and four other mostly highly
compensated executives officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
compensation currently paid to the Company's Chief Executive Officer and highly
compensated executive officers does not approach the $1,000,000 threshold, and
the Company does not anticipate approaching such threshold in the foreseeable
future. Nevertheless, the Company intends to take the necessary action to comply
with the Code limitations.

Future Compensation Trends

The Committee anticipates undertaking a review of all compensation
programs and policies of the Company, and making appropriate modifications and
revisions, in conjunction with the Company's development of future business
plans.

OWNERSHIP OF VOTING SECURITIES OF THE COMPANY

Based upon information furnished to the Company or contained in filings
made with the Commission, the Company believes that the only persons who
beneficially own more than five percent (5%) of the shares of the Common Stock
of the Company are Yasawa (52.41%), Selex (20.82%) and Antony Gram, through his
holdings in Selex and Yasawa (73.23%).

All of the issued and outstanding stock of Selex, Gerrit van den
Veenstraat 70, Amsterdam, The Netherlands, is owned by Wilbury a majority of
which is, in turn, owned by

Antony Gram. Antony Gram, Chairman of the Board of Directors, Chief Executive
Officer and President of the Company. As the largest shareholder of Wilbury,
holding a majority equity interest in that corporation, is treated as the
beneficial owner of all of the Company's Common Stock held by Selex. In
addition, Mr. Gram beneficially owns Yasawa. Since Yasawa is the direct owner of
7,098,975 shares of the Common Stock of the Company, and Selex is the direct
owner of 2,820,066 shares of the Common Stock of the Company, Mr. Gram is deemed
to be the beneficial owner of an aggregate of 9,919,041 shares of Common Stock
of the Company (73.23%).

The following table sets forth information, as of
September 5, 2002, concerning the beneficial ownership
by all directors and nominees, by each of the executive officers
named in the Summary Compensation Table (the "Summary Compensation
Table") and by all directors and executive officers as a group. The number of
shares beneficially owned by each director or executive officer is
determined under the rules of the Commission, and the information
is not necessarily indicative of beneficial ownership for any other purpose.

Amount and Nature Percent

of Beneficial Ownership of Class

Current Directors and/or Nominees:
George W. Fischer........................ 35,000 - Direct *
Antony Gram ........................ 9,919,041 - Indirect 73.23%
Rudy Gram........................ 324,378 - Direct 2.39%
Thomas B. McNeill ....... 200 - Direct *
Christel DeWilde................. -0- *

Current Executive Officers named in Summary
Compensation Table:

Antony Gram.............................. 9,919,041 - Indirect 73.23%
Sharon J. Hummerhielm........ 200 - Direct *

All executive officers and directors as a group,
consisting of 7 persons (including those
listed above)........................... 10,278,819 75.89%

* Represents holdings of less than 1%.

Mr. Rudy Gram, a member of the Board of Directors is the son of Mr. Antony
Gram.

From June 19, 1992 through March 1999, the Company had entered into
loan agreements with Selex International B.V., a Netherlands corporation
("Selex"), Yasawa Holdings, N.V., a Netherlands Antilles Corporation ("Yasawa"),
Swan Development Corporation ("Swan") and related parties. Since December, 1992,
the Company has been dependent on loans and advances from Selex, Yasawa, Swan
and their affiliates in order to meet its working capital requirements.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

The Securities Exchange Act of 1934 requires the Company's directors,
its executive officers and any persons holding more than ten percent of the
Company's Common Stock to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Commission. Under the
Section 16(a) rules, the Company is required to disclose in this Proxy Statement
any failure to file such required reports by their prescribed due dates.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 2001, all
Section 16(a) filing requirements were satisfied.

APPOINTMENT OF AUDITORS

The Board of Directors recommends that the stockholders appoint James Moore
& Co., P.L. as auditors of the financial statements of the Company for the
fiscal year ending December 31, 2002, subject to the discretion of the Board. If
the stockholders do not vote for such appointment, the Board of Directors will
reconsider the appointment of such auditors. If James Moore & Co., P.L. are
unable to serve, or the Board, in its discretion, determines that it is in the
best interest of the Company that such accountants do not serve as auditors of
the financial statements of the Company, the Board shall appoint other auditors
to replace James Moore & Co., P.L.

Representatives of James Moore & Co., P.L. will attend the meeting and will
be given the opportunity to make a statement at the meeting if they desire to do
so. Such representatives will be available during appropriate portions of the
meeting to respond orally to appropriate questions.

PERSONS MAKING THE SOLICITATION

The enclosed proxy is solicited on behalf of the Board of Directors of the
Company. The cost of soliciting proxies in the accompanying form will be borne
by the Company. In addition to the use of mail, officers of the Company may
solicit proxies by telephone or telegraph. Upon request, the Company will
reimburse brokers, dealers, banks and trustees or their nominees, for reasonable
expenses incurred by them in forwarding proxy material to beneficial owners of
shares of Existing Common Stock.

OTHER MATTERS

As of the date of this Proxy Statement, the only business which the management
expects to be presented at the meeting is that set forth above. If any other
matters are properly brought before the meeting, or any adjournments thereof, it
is the intention of the persons named in the accompanying form of Proxy to vote
the Proxy on such matters in accordance with their judgment.

The cost of soliciting proxies will be borne by the Company. In addition to the
use of the mails, proxies may be solicited personally or by telephone or
telegraph by officers, directors and certain employees of the Company who will
not be specially compensated for such solicitation.

FINANCIAL INFORMATION AND INCORPORATION BY REFERENCE

A copy of the Company's Annual Report to Stockholders for fiscal 2001 and the
Company's Form 10-Q for the quarter ended March 31, 2002 (File No. 002-27157)

are incorporated herein by reference. They are available for review from the
Edgar filings obtained through the SEC's Internet Website (http://www.sec.gov).

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the next Annual Meeting
should be received by The Deltona Corporation, 8014 SW 135th Street Road, Ocala,
FL 34473, no later than December 31, 2002, in order to be considered for
inclusion in the Company's 2003 Annual Meeting Proxy Statement.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Exchange Act of
1934, as amended, and in accordance therewith files reports, proxy statements
and other information with the SEC. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the SEC at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC
20549 and at the

regional office of the SEC located at Suite 1400, Citicorp
Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such materials can also be obtained at prescribed rates by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, DC 20549. In addition, such reports, proxy statements and other
information are available from the Edgar filings obtained through the SEC's
Internet Website (http://www.sec.gov).

By order of the Board of Directors

/s/ Sharon J. Hummerhielm

Executive Vice President and
Corporate Secretary

_________________, 2002

Exhibit 1
Miller Advisory Corp. Opinion

[Miller Advisory Corp. Letterhead]

March 5, 2002

Board of Directors
The Deltona Corporation

999 Brickell Avenue, Suite 700
Miami, FL 33131

Members of the Board of Directors:

You have advised Miller Advisory Corp. ("Miller Advisory") that the Board of
Directors of The Deltona Corporation ("Deltona") has authorized a 1-for-500,000
reverse split of its outstanding common shares, in which fractional shares would
be purchased by Deltona at a rate of $.40 per pre-split share. As a result of
the Reverse Stock Split and Purchase of Fractional Shares (the "Transaction"),
the shares of all but two shareholders would be purchased by Deltona.

You have asked Miller Advisory to express an opinion as to whether or not
involving Deltona and shareholders of Deltona owning fewer than 500,000 common
shares ("Shareholders") is fair from a financial point of view, solely in their
capacity as Shareholders.

In the preparation of this opinion, Miller Advisory has reviewed certain
publicly available financial and non-financial information as well as certain
financial and non-financial information not publicly available relating to
Deltona in general and the Transaction in particular, all of which was supplied
by Deltona. Miller Advisory has assumed this information to be accurate and does
not bear any responsibility for its accuracy. Miller Advisory has not audited,
nor has it been asked to audit, any of the Deltona financial information. Miller
Advisory has discussed with management of Deltona current operations and future
prospects of the Company. In addition, Miller Advisory has, where appropriate,
considered information in published sources believed to be reliable, but of
which it does not guarantee the accuracy. It has also reviewed a trading history
of Deltona shares.

The opinion expressed herein is provided solely for your benefit in connection
with the proposed Transaction.

Based upon and subject to, but not limited to, its review of the above, its
experience, and other factors deemed relevant in its sole discretion, Miller
Advisory's opinion is that as of this date the proposed Transaction is fair from
a financial point of view to the Shareholders solely in their capacity as
shareholders of Deltona.

Yours truly,

MILLER ADVISORY CORP.

Ronald L. Miller, President

[Miller Advisory Corp. Letterhead]

March 5, 2002

Board of Directors
The Deltona Corporation

999 Brickell Avenue, Suite 700
Miami, FL 33131

Members of the Board of Directors:

In support for the Fairness Opinion of this date regarding the proposed Reverse
Stock Split and Purchase of Fractional Shares (the "Transaction") involving The
Deltona Corporation ("Deltona") and shareholders of Deltona owning fewer than
500,000 common shares ("Shareholders"), Miller Advisory Corp. ("Miller") has
interviewed the following senior management of Deltona:

Sharon J. Hummerhielm, Executive Vice President and Corporate Secretary
John R. Battle, Treasurer

and reviewed the following:

A. Reports filed with the Securities and Exchange Commission

1. Form 10-Q for Quarter Ending March 31, 2001

2. Form 10-Q for Quarter Ending June 30, 2001

3. Form 10-Q for Quarter Ending September 30, 2001

4. Form 10-K for year Ending December 31, 2000

5. Form 10-K for year Ending December 31, 1999

6. 2001 Proxy Statement and Annual Meeting Notice

7. 2000 Proxy Statement and Annual Meeting Notice

B. Drafts of Reports to be filed with the Securities and Exchange
Commission

1. Preliminary Proxy Statement for the special Meeting of
Shareholders

C. Historical Charts of Deltona Corporation Stock Performance
and Activity

1. One year ending December 10, 2001

ii. Two years ending December 10, 2001

iii. Three years ending December 10, 2001

iv Four years ending December 10, 2001

v. Five years ending December 10, 2001

D. Insider and Form 144 Filings - Deltona Corp. (DLTA)
August 22, 2000 - August 7, 2001

E. A list of Deltona Corp. Stock Purchases by Rudy Gram
September 30, 1996 - June 6, 2001

F. Consolidating Trial Balance Report
Ten months ending October 31, 2001

G. The Deltona Corporation Financial and Sales Reports
for December 2001 - June 2001

H. The Deltona Corporation Depreciation Expense Report -
December 31, 2000

I. Articles appearing in newspapers, and magazines:

1. St. Petersburg Times, July 25, 2001

In considering the fairness of the transaction with regard to the Shareholders,
Miller Advisory considered several factors, including the following:

A. Liquidation Value. [move first paragraph to end of "A"] The
problematic nature of Deltona's liquidation value is reflected in
preliminary offers made to Deltona to purchase the remaining
acreage of the Sunny Hills development. It is Miller Advisory's
understanding that the real property labeled "Land and Land
Improvements" in Deltona's financial statements represents the
following: "Unimproved" land is primarily comprised of land which
may not be resold because it is either undevelopable or is common
or recreational area. Land in various stages of development
includes the majority of the Sunny Hills development (12,536
undeveloped lots) and a portion of the Marion Oaks subdivision
(2,071 undeveloped lots). These lots are generally undeveloped,
requiring roads, drainage and the like. Before lots can be sold
on the retail market, they must developed with roads and
drainage. The value of the real property is shown at cost. The
cost to develop these lots has been recognized by Deltona
historically as $3,500 per lot. On this basis, the cost to
develop the 12,536 undeveloped lots in the Sunny Hills
development would be $43,876,000 and to develop the 2,071
undeveloped lots in the Marion Oaks subdivision would be
$7,248,500. "Fully improved" land reflects these development
costs. The Sunny Hills development has 685 developed lots and the
Marion Oaks subdivision has 1,024 developed lots. Deltona also
owns a negligible number of lots in other locations.

It is our further understanding that the highest offer
received for all of the remaining Sunny Hills lots was
$10,500,000, a price acceptable to the Board of Directors, but
the parties were unable to reach agreement regarding payment
and other terms. Miller Advisory notes that a sale of the
Sunny Hills asset for $10,500,000 would probably not have
created a positive net worth of Deltona.

Deltona's total debt exceeded its total assets by $8,318,000
as of December 31, 2000. While land inventory is reflected at
cost, rather than fair market value, the value of all real
estate in its present state and its effect on the overall
liquidation value of Deltona is not clear especially in light
of the scarcity of potential buyers and the costs to prepare
for such an alternative. Thus, Miller Advisory has not given
any weight to liquidation value of Deltona.

B. Offers to Purchase Deltona. Miller Advisory is advised that
Deltona has not received any firm offer to purchase substantially
all assets of Deltona or to merge Deltona during the last five
years.

C. Going Concern Value of Deltona. Deltona's statements of
consolidated cash flows as of December 31, 2000, and December 31,
2001, reflect that Deltona lacks sufficient cash flow to pay its
operating obligations as they come due. Based on the December 31,
2001 Statements of Consolidated Cash Flows, any purchaser of
Deltona as a going concern would be required to inject
approximately $4,000,000 per year to maintain the business in its
present state. In light of the financial requirements presented
by Deltona's negative cash flow, and the development cost of its
inventoried real property and the lack of any lender other than
the Gram affiliates showing a willingness to fund the Company's
needs, little weight was given to the going concern value of
Deltona.

D. Historic and Current Market Price in Deltona's Stock. In view of
the above factors, Miller Advisory gave greatest consideration to
the current and historic market value of Deltona's common stock,
the value of which has averaged less than well under the $.40 per
share over the last 60 months. It is also noted that the trading
volume of Deltona's common shares was relatively thin. The total
number of shares traded in 2001 was only 505,100 for the entire
year; 714,300 for 2000; 757,500 for 1999; and 662,800 for 1998.
Over this period, there are were weeks in which no shares of the
stock were traded at all. A significant amount of the stock
purchases were made by Rudy Gram. Without those purchases, the
stock price most likely would have been far less.

I am available to augment or to clarify any of the above information, to answer
any questions, or to generally assist the Board.

Yours truly,

MILLER ADVISORY CORP.

Ronald L. Miller, President