Item 1.	BUSINESS
General
Green Gold Consolidated ("Consolidated") is a limited partnership which was organized under the Uniform Limited Partnership Act of the State of California in 1982. The general partner of Consolidated is Economic Consultants (the "General Partner"), a general partnership composed of Daniel Lee Stephenson and Tom A. Leevers, as managing partners, and the spouse of Mr. Leevers.
Consolidated was formed for the purpose of participating in the transactions contemplated by a plan and agreement of exchange dated February 1983 (the "Exchange Agreement"), as executed by Consolidated and 12 other California limited partnerships (the "Predecessor Partnerships"). The Predecessor Partnerships had been formed between the years 1972 and 1976 for the purpose of purchasing agricultural real estate in the Southern California Counties of Riverside and Ventura for development as avocado and citrus orchards. In 1983, in accordance with the provisions of the Exchange Agreement, the Predecessor Partnerships transferred to Consolidated all of their assets, subject to all of their liabilities, in exchange for 10,000,000 limited partnership interests (the "Interests") of Consolidated (the "Exchange Transaction"). In 1983 the Predecessor Partnerships distributed their allocable shares of the Interests to their respective limited partners and were dissolved.
Pursuant to the Exchange Transaction, Consolidated acquired an aggregate of 86 parcels of agricultural property (cultivated and uncultivated) including approximately 1,930 acres of avocado and citrus groves. Since consummation of the Exchange Transaction, Consolidated has sold or otherwise disposed of substantially all of these parcels. (Information respecting the parcels which were sold during the last three fiscal years is set forth in the table below.)
In 1993 Consolidated completed the subdivision of its then remaining land, which was assigned to four tracts. Subdivision activity was undertaken to facilitate the sale of the remaining land, which now consists of approximately 96 acres.
Based on the above, the General Partner considers Consolidated principally to be in the business of selling property, rather than in the agricultural business.
Recent Sales Transactions
During the last three fiscal years Consolidated sold nine parcels of property, together with the groves and all other improvements thereon, to unaffiliated parties. As set forth more fully in the following table, Consolidated received an aggregate consideration of approximately $860,000 for property sales, consisting of: (i) a cash down of $769,000; and (ii) promissory notes given to Consolidated in the amount of $91,000.
Cash Promissory Note Date of Sale Purchase Price Received to Consolidated
1998-4th Qtr. $ 73,000 $ 73,000 $ -0- 1998-4th Qtr. 85,000 59,000 26,000 (2) 1998-4th Qtr. 74,000 74,000 -0- 1998-4th Qtr. 89,000 89,000 -0- 1998-4th Qtr. 85,000 85,000 -0- 1998-4th Qtr. (1) 239,000 240,000 -0- 1998-4th Qtr. 145,000 144,000 -0- --------- -------- --------- 790,000 764,000 26,000 (2) 1996-2nd Qtr. 70,000 5,000 65,000 (3) --------- -------- --------- $860,000 $769,000 $ 91,000 ========= ======== =========
(1) Includes two parcels. (2) Note paid in October 1998. (3) The note bears interest at the rate of 10% per annum and matures February 2006.
Farming Operations
As discussed in greater detail in this Item 1 and in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," Consolidated's principal business is considered to be the sale of its remaining land. However, pending consummation of the sale of all the remaining cultivated land (approximately 30 acres including approximately 3,000 trees), Consolidated continues to engage in the production of avocados.
(1) 	The Avocado Industry
Although yields vary considerably from year to year, the General Partner estimates that approximately 75% of the avocados produced in the United States today are grown in California and 25% are grown in Florida. Virtually all of California's avocados are grown in the southern counties, which include San Diego, Ventura, Santa Barbara, Los Angeles, Orange, Riverside and San Bernardino.
Varieties of avocados include Hass, Fuerte, Bacon, Zutano and MacArthur. All of Consolidated's trees are of the Hass variety.
(2) 	Partnership Operations
A. Farm Management
Pursuant to an agreement dated January 1, 1985 and last amended on December 16, 1991, Agrispect, the farm manager, agreed to perform, manage and supervise agricultural operations on the Partnership's properties. The total amount paid to Agrispect for management fees and cultural care expenses during fiscal year 1998 was approximately $42,000. Effective January 1, 1993, Consolidated pays Agrispect a cultural care fee of $565 per acre per year, and reimbursement for all actual costs incurred. The extensive use of irrigation water is costly. Accordingly, the ultimate cost to Consolidated for cultural costs will depend in large part upon rainfall quantity and general climatic conditions throughout each year. In this regard, rainfall quantity at the properties was about normal in the 1996 crop year and below normal in the 1997 crop year; however, the summer months were hotter than usual requiring significant irrigation. Rainfall was above normal in 1998, resulting in lower than usual irrigation.
B. 	Crop Production and Marketing
As indicated above, Consolidated owns approximately 66 uncultivated acres and approximately 30 acres planted to Hass variety avocado trees located in Rancho California.
Consolidated has consistently produced avocados on a per acre basis in excess of the average produced in the Rancho California area. During the 1998 crop year, Consolidated produced an average of approximately 5,800 pounds per acre, compared to the industry's average of 4,500 pounds per acre. Consolidated's greater than average production results from "state of the art" cultural care.
Consolidated's avocado crop is picked by independent contractors pursuant to standards established by the industry from year to year. Consolidated's crop for the 1998 crop year was picked by Agrispect and other contractors, at a total cost of approximately $40,000. The availability of labor in the vicinity of the properties is sufficient for the cultivation and harvest of Consolidated's crops. All labor costs are included in the payments to Consolidated's independent contractors, as Consolidated has no employees.
Consolidated's avocado crop is packaged and marketed by McDaniel Fruit Company, an independent contractor, and by Calavo (a non-profit cooperative handler which sells its members' crops at the price deemed best for the interests of all members, less a pro rata portion of administrative costs attributable to each member).
C. 	Pest Infestation
During 1998, Consolidated's growing area experienced the first infestation of the avocado thrip. This new pest, originating in Mexico, caused some damage to the 1998 Hass crop on the trees. More importantly, it could cause significant damage in the spring of 1999 when the next crop is setting. It is highly probable that substantial spraying will be undertaken at that time.
In addition the Persea mite is still present in significant numbers, and could require treatments as well. The Persea mite has become a problem for avocado trees, and is present on trees throughout California. The mite infestation may have caused some fruit loss in 1998.
Partnership Management
Las Posas Investment Company ("Manager") implements Consolidated's business plans, furnishes financial reports and documents to and for Consolidated, administers Consolidated's accounts, assists Consolidated in the sale of its land holdings from time to time, and manages the overall day-to-day operations and assets of Consolidated. For its services, Manager receives a monthly fee of 2% of the gross Partnership cash receipts (not to exceed $50,000 during any calendar year) plus $5,676. The management agreement may be terminated by either party upon 90 days' written notice.
Manager is a California corporation whose sole shareholder is Neno N. Spondello, Jr. Mr. Spondello has been affiliated with certain purchasers of properties from Consolidated. As of September 30, 1998, all promissory notes received by Consolidated in connection with the sale of properties to such purchasers have been paid in full.
Item 2.
Item 2.	PROPERTIES
The properties owned by Consolidated (all of which are described in Item 1 above) are located in the Rancho California area of Riverside County, California, between Los Angeles and San Diego. It is an established area for light industry, commercial activity and shopping, parks, residences, agriculture, thoroughbred farms and ranches.
Item 3.
Item 3.	LEGAL PROCEEDINGS
There are no pending legal proceedings as of November 10, 1998.
Item 4.
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
PART II
Item 5.
Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 	
Market Information
The Interests are not freely transferable and no market in the Interests has developed or is expected to develop.
Holders		
As of November 12, 1998, a total of 2,157 persons (the "Limited Partners") held the Interests.
Dividends
Distributions are paid from either "Cash Available for Distribution" or "Sale or Refinancing Proceeds."
"Cash Available for Distribution" is defined in Consolidated's Amended and Restated Certificate of Limited Partnership Agreement (the "Partnership Agreement") as "Cash Flow," less adequate cash reserves for obligations of Consolidated for which there is no provision. Cash Flow means cash funds provided from operations of Consolidated, without deduction for depreciation or amortization, but after deducting such funds used to pay or provide for the payment of debt service, capital improvements and replacements and the operating expenses of each of the properties. All distributions of Cash Available for Distribution are divided in the ratio of 93.5% to the Limited Partners and 6.5% to the General Partner.
"Sale or Refinancing Proceeds" is defined in the Partnership Agreement as the cash proceeds from a sale, financing or refinancing of a property remaining after retirement of mortgage debt and all expenses related to the transaction. All distributions of Sale or Refinancing Proceeds are allocated as follows: (i) first, to the Limited Partners until they have received an amount which, when added to all prior distributions of Sale or Refinancing Proceeds to them, equals the sum of (a) $18,411,968 (the "Carried Capital Contribution"), and (b) a sum equal to a 6% per annum cumulative (but not compounded) return on such portion of the Carried Capital Contribution which has not been previously returned to the Limited Partners through distributions of Sale or Refinancing Proceeds, less the sum of all prior distributions of Cash Available for Distribution, (ii) second, to the General Partner until it has received 6.5% of all Sale or Refinancing Proceeds in excess of the Carried Capital Contribution, and (iii) the balance, to the Limited Partners.
The following distributions of Cash Available for Distribution or Sale or Refinancing Proceeds were made by the Partnership during the two most recent fiscal years:
Date of Amount Dist. To Amount Dist. Amount Dist. Partner Dist. Ltd. Partners Per Unit to General Partner
Dec. 1996 $250,000 $0.025 $10,000 Dec. 1997 $320,000 $0.032 $11,000
Item 6.
Item 6. SELECTED FINANCIAL DATA	
The following is selected financial data for the five years ended September 30, 1994 through 1998. Due to the nature of Consolidated's business operations, particularly the sales activities which have occurred during the last five years, the data is not comparable from year to year.
For an explanation of some of the data included in the preceding table, see Item-5 - Market for Registrant's Common Equity and Related Stockholder Matters and Item-7 Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7.
Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 	 General
Consolidated is a limited partnership which commenced active operations in June 1983. Since that date, Consolidated has operated its cultivated properties for the production of avocados. Consolidated currently owns approximately 30 acres of cultivated properties and 66 acres of uncultivated properties. Its principal business is now considered to be the sale of its remaining properties.
By the terms of the Partnership Agreement, Consolidated is scheduled for termination by December 31, 1999. Prior to that date, the General Partner will endeavor to sell all remaining properties and notes receivable, and will distribute the proceeds thereof to the Limited Partners in liquidation of their Interests. 	 The General Partner believes that, for the balance of Consolidated's term, Consolidated's liquidity, defined as its ability to generate cash flow to satisfy its cash requirements (other than distributions to Limited Partners), is sufficient.
Consolidated's cash flow depends principally upon (i) collection of outstanding notes receivable from previous sales of properties; (ii) receipt of proceeds from future sales of properties; (iii) market conditions of the California avocado industry; and (iv) avocado production from Consolidated's groves.
Consolidated's cash requirements primarily arise from costs attributable to cultural care, professional services, management services, property taxes, investor services and other operating expenses. None of the properties owned by Consolidated are subject to mortgage indebtedness.
Each of Consolidated's sources and uses of cash is discussed in greater detail below. 	 Notes Receivable
As of September 30, 1998, Consolidated held 16 notes receivable in the amount of $1,317,000 (before reduction for deferred profit and an allowance for doubtful accounts in the aggregate amount of $726,000). The notes receivable bear interest at rates ranging from 10% to 11% per annum and mature at varying dates through February 2006. Eight notes receivable have maturity dates beyond the expiration of Consolidated's term. The aggregate principal amounts of these notes is approximately $758,000. It is anticipated that the discount rate to be applied on sale of these notes will be from about 10% to 15% providing estimated net proceeds to Consolidated of about $1,185,000 to $1,120,000.
Consolidated has one note in default and is in the process of foreclosing upon the property secured by the note. This note receivable is in the amount of approximately $122,000, and is secured by a first deed of trust, and Consolidated is likely to reacquire the encumbered property in December 1998. This property will again be offered for sale at the best price obtainable. Consolidated does not anticipate incurring any loss on this property. As a result, the established allowance for doubtful accounts, which, as of September 30, 1998, is in the amount of $99,000, is considered adequate.
Sales of Properties
Consolidated completed the subdivision of its properties (all of which are located in the Rancho California area) in 1993. Consolidated is actively marketing its remaning lots for sale as individual home sites.
There were sales of eight parcels totaling approximately 69 acres in 1998. The sale amount for these parcels totaled $790,000, consisting of $764,000 cash proceeds and one note for $26,000 due in October 1998 which was paid. There were no property sales in 1997. There was one property sold for $70,000 in 1996. This sale consisted of the five-acre property reacquired in 1994 for $46,000.
Based on the General Partner's understanding of sales activity for comparable properties in the Rancho California area, the General Partner expects that Consolidated will sell the remaining properties prior to termination of Consolidated and that Consolidated will likely receive compensation consisting of cash payments equal to 25% of the gross sales price, and the balance in the form of promissory notes bearing interest at rates ranging from 9% to 10% per annum and maturing in ten years. Each of the promissory notes is expected to be secured by a first deed of trust. However, no assurance can be given that Consolidated will be able to sell its remaining properties on the preceding terms or at a profit. Consolidated has a book basis in its remaining properties of $655,000 (after reduction for accumulated depreciation).
Avocado Operations; Cultural Care Costs
Consolidated's avocado production generally is in excess of the average production of the Rancho California area.
Consolidated's gross revenues from crop sales increased 17.3% from 1996 to 1997 (from $266,000 to $312,000). Gross revenues from crop sales decreased 8.0% from 1997 to 1998 (from $312,000 to $287,000). The increase of $46,000 from 1996 to 1997 results from a $.05 per pound increase in Consolidated's avocado prices and an increase of 36,000 pounds picked (from 380,000 pounds to 416,000 pounds). The decrease of $25,000 from 1997 to 1998 results from the combined effect of a $.06 per pound price increase and a decrease of 62,000 pounds picked (416,000 to 354,000). Crop production has fluctuated due to weather conditions including rain, wind and normal tree cycles. In December, 1997 the Rancho California area realized winds of up to 50 miles per hour resulting in fruit losses that ranged from 5% to 40% for growers in the area. Consolidated's groves may have realized an average crop loss of 15% to 20% from these winds. The exact amount is difficult to determine. Consolidated's average pounds per acre were 6,500, 7,400 and 5,800 in 1996, 1997 and 1998, respectively.
Cultural care costs increased 9.1% from 1996 to 1997 (from $209,000 to $228,000). Cultural care costs decreased 14.0% from 1997 to 1998 (from $228,000 to $196,000). The decrease from 1997 to 1998 was primarily a result of significantly reduced water costs ($32,000) resulting from heavy rains in 1998.
Avocado production and cultural care costs next year will continue to be impacted by the effects of the avocado Persea mites and avocado thrips in the Rancho California area. The primary effect of the Persea mites is defoliation of trees which results in burnt fruit. The registered chemical agent previously used by Consolidated and other producers to control infestation was withdrawn from the market in 1995 by the Environmental Protection Agency. No other appropriate chemical agent is available at the present time. Consolidated introduced predator insects in 1995 to establish biological control of the Persea mites, and is following all other industry-recommended actions, including aggressive water and fertilizer applications. The effect of the avocado thrips is to inhibit growth and/or scar the fruit to the point that it is not saleable There are three options available to control infestation; a chemical called sabadilla, or malathion spraying, or agricultural oil application in the groves. The impact of the Persea mite and avocado thrips on 1998 crops was minimal; however, the impact on subsequent crop production cannot be determined and could be substantial.
It is possible that Consolidated may generate a loss from its agricultural activities in 1999. However, the General Partner believes that the value of Consolidated's cultivated properties is enhanced by the presence of producing avocado trees; accordingly, agricultural activities will continue at the cultivated properties through the respective dates of sale thereof.
Professional Services
Professional services costs increased by 17.4% from 1996 to 1997 (from $23,000 to $27,000). These costs remained the same in 1998 ($27,000). The increased expense in 1997 resulted from the costs of having Consolidated's property appraised ($5,000). Professional services costs in 1998 included $4,000 in legal expenses mainly related to property sales.
Management Services
Management services costs decreased 6.8% from 1996 to 1997 (from $88,000 to $82,000). These costs increased by 9.8% from 1997 to 1998 (from $82,000 to $90,000). Management fees are determined as a function of gross Partnership cash receipts. The components of cash receipts are (i) cash received on sale of property, (ii) cash received on sale of crops, (iii) cash principal payments made on notes receivable, and (iv) cash interest payments made on notes receivable. Management fees are expected to remain stable in 1999.
Property Taxes
Property taxes decreased 6.4% from 1996 to 1997 (from $47,000 to $44,000) and increased 27.3% from 1997 to 1998 (from $44,000 to $56,000). The increase mainly results from payment of delinquent taxes on one foreclosed property. Property taxes will decline as additional properties are sold.
Investor Services
Investor services costs decreased from 1996 to 1997 (from $15,000 to $14,000). These costs increased 35.7% from 1997 to 1998 (from $14,000 to $19,000). The increase mainly results from computer system upgrades.
Other Operating Expenses
Other operating expenses increased 10.0% from 1996 to 1997 (from $20,000 to $22,000). These expenses increased 4.5% from 1997 to 1998 (from $22,000 to $23,000). These costs are expected to remain at 1998 levels in 1999.
Other Financial Information
The Manager has investigated its computer hardware and software and, based on such investigations, does not anticipate any potential Year 2000 problem with respect thereto. The Manager has not investigated and does not know whether any Year 2000 problems may arise with respect to Consolidated's other third party vendors and service providers. As indicated above, it is possible that Consolidated will have sold all its assets (including its real properties and and notes receivable) and have been terminated by December 31, 1999. If not, and if significant third party vendors or service providers (such as Agrispect, McDaniel Fruit Company, Calavo (all of which are identified in Item 1 hereof), utility providers and banks, among others) have Year 2000 problems, the ability of Consolidated to conduct business would be compromised. No contigency plans have been developed in this regard.
Item 7A.
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable
Item 8.
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements and Notes to Financial Statements which follow.
Report of Independent Accountants
To the General and Limited Partners of Green Gold Consolidated
In our opinion, the financial statements listed in the index appearing under Item 14(a)(1) and (2) present fairly, in all material respects, the financial position of Green Gold Consolidated at September 30, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
San Diego, California November 12, 1998
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements
NOTE 1 - THE PARTNERSHIP
Green Gold Consolidated, a California Limited Partnership (the Partnership), was organized in accordance with the provisions of the California Uniform Limited Partnership Act for the purpose of receiving the assets and liabilities of twelve limited partnerships under common management and thereby consolidating the operations of those partnerships under an exchange transaction effective June 30, 1983. Under the exchange transaction, the Partnership issued 10,000,000 limited partnership interests (pro rata) to the holders of interests in the twelve individual limited partnerships in exchange for the assets and liabilities of those partnerships. The General Partner is Economic Consultants, a general partnership. The combination of the twelve partnerships into one partnership was treated as a reorganization of entities under common control, accounted for similar to a "pooling of interest."
Allocation of profits and losses and cash distributions from operations and cash distributions from sales are made pursuant to the terms of the Partnership Agreement.
The Partnership is involved in the development and sale of real estate. Real estate markets are cyclical in nature, accordingly, the Partnership's ability to realize its assets is dependent upon market conditions. All of the Partnership's assets are located within the Inland Empire submarket of the Southern California region. Consequently, the carrying value of the Partnership's real estate ($655,000) and the collectibility of any notes receivable, collateralized by real estate ($591,000), may be affected by the economic strength of the real estate industry in Southern California.
The Partnership currently contracts with Las Posas Investment Company (LPIC), formerly known as Ventura Pacific Capital Company. LPIC is a California corporation which performs financial accounting, data processing, marketing, legal, investor relations, asset management and consulting services for the Partnership. These services are performed pursuant to an annual contract which is terminable by either party on 90 days notice. LPIC is not an affiliate of the Partnership or the General Partner.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Partnership considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents include $504,000 and $335,000 of certificates of deposit at September 30, 1998 and 1997, respectively.
Short-term investments
At September 30, 1998 and 1997, the Partnership held investments in U.S. Government and agency securities with maturities of one year or less in the aggregate amount of $427,000 and $210,000, respectively. Management determines the appropriate classification of its investment securities at the time of purchase and reevaluates such designation as of each balance sheet date. The Partnership has recorded these securities at fair value as it has designated them as "available for sale." The amount of unrealized gain or loss at September 30, 1998 and 1997 was not material.
Inventories
Inventories of growing crops are valued at the lower of cost or market under the first-in, first-out (FIFO) method. Cost is defined as cultural care costs related to the growing crops.
Property held for sale
Property held for sale is recorded at the lower of carrying amount or fair value less cost to sell. In accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of", the Partnership reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that carrying value of an assets may not be recoverable. An impairment loss would be recognized when the estimated future cash flows is less than the carrying amount of the asset. No impairment losses have been identified by the Partnership.
Income taxes
The Partnership's records are maintained on the accrual basis consistent with the Internal Revenue Code. No provision for income taxes is included in the accompanying financial statements, as the Partnership's results of operations are allocated to the partners for inclusion in their respective income tax returns. Net income and Partners' equity (deficit) for financial reporting purposes will differ from the Partnership's income tax return because the Partnership's return is filed on a different fiscal year end and different accounting methods are used for financial reporting and income tax reporting for certain items, principally inventory and property sales.
At September 30, 1998 and 1997, Partners' equity on the tax basis exceeded Partners' equity on the financial reporting basis by approximately $541,000 and $396,000, respectively. Additionally, the Partnership reported taxable income of $215,000 and $126,000 for the tax years ended December 31, 1997 and 1996, respectively.
Profit recognition on real estate sales
Revenue from the sale of real estate is recognized at the close of escrow when title has passed, minimum down payment requirements are met, and the Partnership is relieved of any requirements for continued involvement with the property, thus allowing recognition of profits using the full accrual method of accounting in accordance with Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate." Until such time as profit can be recognized under the full accrual method, the installment sales method is used.
Recognition of crop sales revenue
Revenue from the sale of crops is recognized when crops are harvested and sold. All of the Partnership's crop sales were made to two customers for the years ended September 30, 1998 and 1996 and three customers for the year ended September 30, 1997.
Net income per limited partnership unit
Net income per limited partnership unit is calculated using the weighted average number of limited partnership units outstanding during the year and the limited partners' allocable share of net income.
Impaired notes receivable
In 1996, the Partnership adopted the provisions of Statement of Financial Accounting Standards No. 114 (SFAS No. 114) "Accounting by Creditors for Impairment of a Loan." Under SFAS No. 114, impaired notes are measured based on the present value of expected future cash flows discounted at the notes' effective interest rate. The adoption of SFAS No. 114 did not have a material effect on the Partnership's financial position or results of operations.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Partnership's management agreement with LPIC and Mr. Neno Spondello, Jr. requires that LPIC manage, market and provide property management services for the Partnership's properties. The agreement provides for a management fee equal to 2% of gross partnership receipts and reimbursement of certain administrative expenses incurred while managing the properties. Fees and costs reimbursed under this agreement totaled $90,000, $82,000 and $88,000 for the years ended September 30, 1998, 1997, and 1996, respectively.
NOTE 4 - NOTES RECEIVABLE
Notes receivable resulted from sales of Partnership properties. The notes receivable bear interest at rates ranging from 10 percent to 11 percent and mature at various dates through February 2006. The accounts receivable was due from escrow at September 30, 1998 and was entirely received in October, 1998.
As of September 30, 1998, the Partnership has two notes receivable with an aggregate principal balance of $148,000 which are deemed impaired. The Partnership does not anticipate incurring any loss on the impaired notes due to the collateralized nature of the balances. Interest income on these notes is recognized as collected.
NOTE 5 - PROPERTY HELD FOR SALE
NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
There were no non-cash investing and financing activities in 1997.
No cash was paid for interest or income taxes during the years ended September 30, 1998, 1997 and 1996.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable.
PART III
Item 10.
Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Economic Consultants, the General Partner, is a California general partnership composed of Daniel Lee Stephenson and Tom A. Leevers, as managing general partners, and the spouse of Mr. Leevers.
Daniel L. Stephenson, age 55, Chairman of the Board of Directors, President, Chief Executive Officer and Chief Financial Officer of Rancon Financial Corporation ("Rancon") founded Rancon in 1971 for the purpose of establishing Rancon as a	commercial, industrial and residential property syndication, development and brokerage concern. Mr. Stephenson is also the general partner of various partnerships sponsored by Rancon.
Mr. Stephenson is a graduate of the University of Southern California (B.S., Finance and Real Estate, 1966). He was	awarded a Certificate of Completion of the Executive Program for Small Companies by the Graduate School of Business	of Stanford University (1981), and a Certificate of Completion of the Smaller Company Management Program, Series I and II, by the Graduate School of Business, Harvard University (1990). He is a licensed real estate broker and a National Association of Securities Dealers, Inc. registered principal.
Tom A. Leevers, age 55, has been President of Countryside Realty, a real estate brokerage firm incorporated in California, since its organization in 1981. He was a principal shareholder and Executive Vice President of Rancon from 1971 to 1981. Mr. Leevers is a graduate of California State University at Long Beach (B.S., Economics, 1966), licensed real 	estate agent, a former Director of the Rancho California Water District and a former member of the California Avocado Commission, serving on the board of directors and finance and advertising committees of the Commission.
In 1998, Mr. Leevers was convicted in California of second degree murder, of driving while intoxicated causing great bodily injury, and driving with a blood alcohol level of .08 percent or higher. Mr. Leevers was sentenced in November, 1998.
Item 11.
Item 11.	EXECUTIVE COMPENSATION
The General Partner has a 6.5% interest in all distributions of Cash Available for Distribution. During the fiscal year ended September 30, 1998 the General partner received distributions of Cash Available for Distribution in the amounts of $11,000. The General Partner is also entitled to receive 6.5% of distributions from Sale or Refinancing Proceeds, but only after payment to the Limited Partners of an amount equal to 100% of their Carried Capital Contribution and a return thereon as discussed in Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters. As of the date hereof, the General Partner has not received any distributions of Sale or Refinancing Proceeds.
The General Partner and its affiliates may perform real estate brokerage services for Consolidated in connection with the sale of property by Consolidated; provided that the aggregate compensation therefor to the General Partner or its affiliates and to any independent broker participating in such transaction with the General Partner or its affiliates shall not exceed the lesser of (i) the compensation customarily charged in arm's-length transactions by other rendering similar services as an ongoing public activity in the same geographic location and for comparable property or (ii) 5% of the gross sales price of each property.
For a discussion of Consolidated's agreement with the Manager respecting partnership management services, see Item 1 - Business. Pursuant to this arrangement, the manager received $90,000 for the fiscal year ended September 30, 1998.
Item 12.
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
No person is known by Consolidated to be the beneficial owner of more than 5% of the Interests.
Security Ownership of Management
Amount and Name of Nature of Title of Beneficial Beneficial Percent Class Owner Ownership of Class ---------- ----------------- ------------ ---------
Interest Daniel Lee 16,050 - Stephenson in trust (1) (2)
Interest Tom A. Leevers 2,738 - direct (2)
Interest Rancon Financial 15,625 - Corporation direct (2)
- -------------------------------------- (1)	Interests are held in trust for the benefit of the family of Mr. 	Stephenson. (2)	Less than 1% of class.
Changes in Control	
The Limited Partners have no right, power or authority to act for or bind Consolidated. However, the Limited Partners have the power to vote upon the following matters affecting the basic structure of Consolidated, each of which shall require the approval of Limited Partners holding a majority of the outstanding Interests: (i) amendment of the Partnership; (ii) dissolution of Consolidated; (iii) sale, exchange or pledge of all or substantially all of the assets of Consolidated; (iv) removal of the General Partner or any successor General Partner; and (v) election of a new General Partner or General Partners upon the removal, retirement, death, insanity, insolvency, bankruptcy or dissolution of the General Partner or any successor General Partner.
Item 13.
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as set forth in Item 11 of this report under the caption "Executive Compensation," Consolidated has not been a party to the relationships or transactions required to be reported by this item.
PART IV
Item 14.
Item 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 	 A.	Documents filed as part of this report
	(1)	Financial Statements
		Included in Part II of this report:
		Report of Independent Accountants
		Balance Sheets at September 30, 1998 and 1997
		Statements of Operations for the Years Ended September 30, 1998, 1997 and 1996
		Statements of Changes in Partners' Equity (Deficit) for the Years Ended September 30, 1998, 1997 and 1996
		Statements of Cash Flows for the Years Ended September 30, 1998, 1997 and 1996
		Notes to Financial Statements
	(2)	Financial Statement Schedules
		Included in Part IV of this report:
		Schedule II - Valuation and Qualifying Accounts & Reserves for the Year Ended September 30, 1998
		Schedule III - Real Estate and Accumulated Depreciation - September 30, 1998 	 	(3)	Exhibits
		3.1 and 4.1	 Partnership Agreement, filed as Exhibit 3 and 4 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1984, is hereby incorporated by reference as an exhibit herein.
		3.2 and 4.2 Amendment to Partnership Agreement, filed as Exhibit 3.2 and 4.2 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1991, is hereby incorporated by reference as an exhibit herein.
		10.1		Agricultural Management Agreement and First Amendment thereto between Agrispect and Consolidated, filed as Exhibit 10.2 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1985, are hereby incorporated by reference as an exhibit herein.
		10.2		Second Amendment to Agricultural Management Agreement between Agrispect and Consolidated, filed as Exhibit 10.2 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1991, is hereby incorporated by reference as an exhibit herein.
		10.3		Third Amendment to Agricultural Management Agreement between Agrispect and Consolidated, filed as Exhibit 10.3 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1991, is hereby incorporated by reference as an exhibit herein.
		10.4		Calavo Bylaws and Marketing Agreement, filed as Exhibit 10.1 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1987, is hereby incorporated by reference as an exhibit herein.
		10.5		Partnership Management Agreement between Ventura Pacific Capital Company and Consolidated, filed as Exhibit 10.2 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1986, is hereby incorporated by reference as an exhibit herein.
		10.6		First Amendment to Partnership Management Agreement between Ventura Pacific Capital Company and Consolidated, filed as Exhibit 10.6 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1991, is hereby incorporated by reference as an exhibit herein.
		10.7		Second Amendment to Partnership Management Agreement between Ventura Pacific Capital Company and Consolidated, filed as Exhibit 10.7 to the annual report on Form 10-K of Consolidated for the fiscal year ended September 30, 1991, is hereby incorporated by reference as an exhibit herein. 			 B.Reports on Form 8-K
Consolidated filed no current reports on Form 8-K during the last quarter of the fiscal year covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: December 18, 1998 	 GREEN GOLD CONSOLIDATED
					By:	 ECONOMIC CONSULTANTS, 						 	General Partner
							By:						 								Daniel Lee Stephenson, 								General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE						 CAPACITY 						 Dec. 18, 1998 							 DANIEL LEE STEPHENSON			 Principal executive officer, 	 							principal financial officer, 							principal accounting officer and 							General Partner of Economic 						Consultants
SCHEDULE II
GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE III
GREEN GOLD CONSOLIDATED (A CALIFORNIA LIMITED PARTNERSHIP)
Notes to Schedule III
Green Gold Consolidated (A California Limited Partnership)