SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
       of 1934 for the quarterly period ended September 30, 2001.

   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the transition period from              to            .


         Commission file number:000-27691
                                ---------


                   GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION
                  --------------------------------------------
        (Exact name of small business issuer as specified in its charter)





                 Nevada                                  87-0067813
                --------                                ------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)





            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                         ------------------------------
                           (Issuer's telephone number)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                     Yes XX           No
                         --             ----


The number of outstanding shares of the issuer's common stock,  $0.001 par value
(the only class of voting stock), as of November 7, 2001 was 7,969,280.




<PAGE>




                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............2


                                     PART II


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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................6

SIGNATURES.....................................................................7

INDEX TO EXHIBITS..............................................................8











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<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used herein,  the term  "Company"  refers to Golden  Opportunity  Development
Corporation, a Nevada corporation,  and its subsidiaries and predecessors unless
otherwise indicated. Unaudited, condensed interim financial statements including
a balance sheet for the Company as of the quarter  ended  September 30, 2001 and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance  sheet and the  comparable  period of the  preceding
year are attached hereto as Pages F-1 through F-4 and are incorporated herein by
this reference.










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                                        1

<PAGE>




                   Golden Opportunity Development Corporation
                             Condensed Balance Sheet

<TABLE>
<S>                                                                                <C>

                                                                                     September 30, 2001
                                                                                        (Unaudited)
                                                                                      ----------------

ASSETS
      Current Assets:
            Cash and cash equivalents                                                 $            202
                                                                                      ----------------
                 Total current assets                                                              202

      Property and Equipment                                                                 2,552,449
            Less: Accumulated Depreciation                                                    (212,129)
                                                                                      ----------------
                 Total fixed assets (net)                                                    2,340,320

TOTAL ASSETS                                                                          $      2,340,522
                                                                                      ----------------

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

LIABILITIES AND STOCK HOLDERS' EQUITY
      Current Liabilities:
            Contingent liabilities - Ernest money deposits (see Note 3)               $         25,500
            Accounts payable-related party                                                     392,526
            Taxes payable                                                                       36,545
            Current portion of Long Term Obligations                                            29,941
                                                                                      ----------------
                 Total current liabilities                                                     484,512

      Long Term Obligations (net of current portion)                                         1,760,492
                                                                                      ----------------

TOTAL LIABILITIES                                                                            2,245,004

      Stockholders' equity
            Common stock $.001 par value shares, 100,000,000 shares authorized;
                 7,969,280 shares issued and outstanding on September 30, 2001                   7,970
            Additional paid in capital                                                       1,307,971
            Retained Earnings (Deficit)                                                     (1,220,423)
                                                                                      ----------------
                 Total stockholders' equity                                                     95,518
                                                                                      ----------------

TOTAL LIABILITIES AND EQUITY                                                          $      2,340,522
                                                                                      ================

</TABLE>







                        See notes to financial statements



                                       F-1

<PAGE>



                   Golden Opportunity Development Corporation
                  Unaudited Condensed Statements of Operations

<TABLE>
<CAPTION>

                                                Three Months Ended                        Nine Months Ended
                                                   September 30,                            September 30,
                                              2001                 2000                2001                 2000
                                              ----                 ----                ----                 ----
<S>                                      <C>                  <C>                  <C>                  <C>

REVENUE
     Motel Revenue                        $         50,979      $       59,134      $      161,640       $      194,012
     Lease Revenue                                   8,500              10,435               9,314               33,440
                                          ----------------      --------------      --------------       --------------
          Total Revenue                             59,479              69,569             170,954              227,452

EXPENSES
     Motel Direct Costs                             58,377             108,624             220,351              332,494
     Selling, general & administrative               9,523               8,904              24,343               29,401
     Depreciation                                   12,479              12,478              37,124               48,659
     Impairment loss (Note 3)                      117,946                   -             117,946                    -
     Interest Expense                               26,935              26,982              81,108               83,089
                                          ----------------      --------------      --------------       --------------
           Total Operating Expenses                225,260             156,988             480,872              493,643
                                          ----------------      --------------      --------------       --------------


NET LOSS                                  $      (165,781)      $     (87,419)      $    (309,918)       $    (266,191)
                                          ----------------      --------------      --------------       --------------

BASIC AND DILUTED LOSS

PER COMMON SHARE                          $         (0.02)      $       (0.01)      $       (0.04)       $        (0.06)

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

BASIC AND DILUTED
WEIGHTED AVERAGE
SHARES OUTSTANDING                               7,969,000           7,754,000           7,969,000            4,365,000



</TABLE>










                        See notes to financial statements







                                       F-2

<PAGE>



                   Golden Opportunity Development Corporation
                  Unaudited Condensed Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                              Nine Months        Nine Months
                                                                                Ended              Ended
                                                                             September 30,      September 30,
                                                                                 2001               2000

                                                                             -------------      ------------
<S>                                                                         <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                $   (309,918)      $  (266,191)
     Adjustments to reconcile net loss to net cash provided (used) by
     operating activities:
          Depreciation and amortization                                             37,124            48,659
          Impairment loss on markdown of buildings (note 3)                        117,946                 -
     Changes in operating assets and liabilities
          Other Assets                                                                   -             (616)
          Accounts receivable trade                                                      -           (1,182)
          Accounts Payable                                                         (6,504)          (10,209)
          Accounts Payable-Related Parties                                         121,340           206,891
          Stock issued for services                                                  4,000                 -
          Contingent liabilities - Ernest money                                     25,500                 -
          Accrued Expenses                                                          25,034            16,113
                                                                             -------------      ------------
               Total adjustments                                                   324,440           259,656
                                                                             -------------      ------------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES                                                                          14,522           (6,535)
                                                                             -------------      ------------


CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
     Purchase of additional building improvements                                        -             (307)
                                                                             -------------      ------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                         -             (307)
                                                                             -------------      ------------


CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on Notes                                                            (21,416)          (25,082)
     Common stock issued for debt                                                        -            25,013
                                                                             -------------      ------------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES                                                                        (21,416)              (71)
                                                                             -------------      ------------


NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                        (6,894)           (6,913)

CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD                                                                               7,096            10,027
                                                                             -------------      ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $         202      $      3,114
                                                                             =============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
     Cash paid during the period for interest                                $      81,108      $     83,089
                                                                             -------------      ------------
</TABLE>

                        See notes to financial statements

                                       F-3

<PAGE>




                   Golden Opportunity Development Corporation
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2001



1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance  with the  instructions in Form 10-QSB and,
therefore,  do not include all information  and footnotes  required by generally
accepted  accounting  principles and should,  therefore,  be read in conjunction
with the Company's  Annual Report to  Shareholders on Form 10-KSB for the fiscal
year ended December 31, 2000.  These  statements do include all normal recurring
adjustments which the Company believes  necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 2001.

2.  Related Party Transaction

During the nine months ended  September 30, 2001,  the  Company's  parent and/or
related entities advanced $121,340 to cover operating  deficiencies.  The amount
received back during the quarter ended  September 30, 2001,  was $760. The total
amount payable owed to related parties at September 30, 2001 was $392,526.

3.  Significant Events and Impairment Loss

On June 10, 2001, the Company entered into a sales agreement to sell the General
LaFayette  Inn and its  surrounding  land to LaFayette  Development  Holding LLC
(buyer)  for  $2,332,000.   Pursuant  to  the  agreement,  the  buyer  has  made
non-refundable earnest money deposits in the amount of $25,500 through September
30, 2001 and an additional  $29,500 on October 11, 2001. These amounts are shown
on the  balance  sheet as  contingent  liabilities  in the event the sale  falls
through,  although the company is confident the  likelihood of that occurring is
very slim.  The buyer has  completed  their due  diligence  and has committed to
proceed with the sale (see exhibit  10(iv)  Amendment to Sales  Agreement).  The
sale is scheduled to close on December 7, 2001.  On that date,  the Company will
have sold all its assets  except cash in the bank and resolved a majority of its
liabilities  except the related party payable.  It is anticipated that a loss of
approximately $117,946 will be booked on the sale. Accordingly,  the Company has
booked an  impairment  loss on the  market  value of the  building  for the same
amount. For more information on the sale and the agreement,  see exhibit 10(iii)
attached to the June 30, 2001 Form 10QSB filed August 13, 2001.

4.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information  disclosed in the notes to the financial  statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.
Therefore, those footnotes are included herein by reference.








                                       F-4

<PAGE>



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

As used  herein  the term  "Company"  refers to Golden  Opportunity  Development
Corporation,  its subsidiaries and  predecessors,  unless the context  indicates
otherwise.  The Company was  incorporated  in  Louisiana  on May 7, 1997 for the
purpose of engaging in any lawful activity for which  corporations may be formed
under the Business Corporation Law of Louisiana. On October 5, 2000, the Company
merged with Golden Opportunity  Development  Corporation,  a Nevada corporation,
for the purpose of changing  its  domicile  from the State of  Louisiana  to the
State of Nevada.

The Company is  currently  engaged in the business of  operating  and  acquiring
hospitality property.  The Company currently owns a 134 unit motel, a restaurant
facility and four  adjacent  office retail  buildings in Baton Rouge,  Louisiana
(the "Motel").  The Motel is located next to the Mississippi River, three blocks
from a river boat dock, at 427 Lafayette  Street,  Baton Rouge,  Louisiana.  The
Company is also actively seeking to acquire other hospitality properties.

The Company's  operations are largely being overseen by Diversified  Holdings I,
Inc.,  a  subsidiary  of Axia Group,  Inc a majority  shareholder,  (the "Parent
Company") by way of a  Management  Agreement  entered  into on April 30th,  1999
between the Company and the Parent  Company.  The Company  agreed to  compensate
Diversified Holdings I, Inc. $10,000 per month plus 5% of net income, if any, in
excess of $5,000 in return  for  management  services  provided  by  Diversified
Holdings I, Inc.

The Company listed the property for sale with Brooks Hearn, a real estate broker
in Baton Rouge,  Louisiana,  for a listed sale price of $2,500,000.  On June 10,
2001 the Company received and accepted an offer to buy the motel for $2,332,000.
The closing of the sale is pending  (scheduled  for December 7, 2001) subject to
the terms and conditions set forth in the sales agreement.  (see exhibit 10(iii)
of Form 10QSB for the period  ended June 30,  2001,  filed on August 13,  2001).
Pursuant  to  the  sales   agreement   the  Company  has  received   $55,000  in
non-refundable  earnest money  deposits with $25,500 being received by September
30, 2001 and the remaining $29,500 received on October 10, 2001.

Results of Operations

Revenues

Revenues for the quarter  ended  September  30, 2001,  decreased to $59,479 from
$69,569 for the quarter  ended  September  30,  2000,  a decrease of 14.5%.  The
decrease in revenues was  attributable  to a decrease in  commercial  tenant and
retail rental occupancy.

Revenues  for the nine month  period  ended  September  30,  2001 were  $170,954
compared to $227,452 for the corresponding period ended September 30, 2000.

Losses

Net losses for the quarter ended September 30, 2001,  increased to $165,781 from
$87,419  for the quarter  ended  September  30,  2000,  an increase of 90%.  The
increase in losses is attributable to a $117,946  markdown of property value due
to the recently signed sale agreement  partially  offset by a decrease in repair
costs and a

                                        2

<PAGE>



large  decrease in general  and  administrative  expenses.  The Company has made
significant strides in decreasing overhead and direct costs at the Motel through
reductions in work force and streamlining operations.

Net losses for the nine months ended  September 30, 2001,  increased to $309,918
from $266,191 for the nine months ended  September 30, 2000, an increase of 16%.
The increase in losses is attributable to a $117,946  markdown of property value
due to the recently  signed sale  agreement  mostly offset by decrease in repair
costs and a  dramatic  decrease  in general  and  administrative  expenses.  The
Company has made significant  strides in decreasing overhead and direct costs at
the Motel  through  reductions  in work forces and  elimination  of  unnecessary
costs.

The Company expects to continue to incur losses at least through fiscal 2001 and
there  can  be  no   assurance   that  the  Company  will  achieve  or  maintain
profitability  or  that  its  revenue  can be  sustained  in the  future.  It is
anticipated  that upon the sale of the Motel, the Company will incur a long term
capital loss of approximately $117,946 and has booked a corresponding impairment
loss to offset this.

Expenses

General and  administrative  expenses for quarters ended September 30, 2001, and
September  30,  2000,  were  $9,523  and  $8,904,   respectively.   General  and
administrative  expenses for nine months ended  September 30, 2001 and September
30, 2000, were $24,343 and $29,401, respectively.

Depreciation  and  amortization  expenses for the quarters  ended  September 30,
2001,  and  September  30,  2000,  were  $12,479  and  $12,478  ,  respectively.
Depreciation  for the nine months ended  September 30, 2001 and 2000 was $37,124
and  $48,659,  respectively.  The  difference  is  due  to  a  recalculation  of
depreciation  schedules  and  also an  elimination  of  equipment  and  fixtures
previously being depreciated.

The  Company had a charge for  impairment  of fixed  assets of $117,946  for the
quarter ended September 30, 2001, pursuant to the Company's impairment policy in
which it was  determined  that the carrying value of the Motel was less than the
anticipated value to the Company as evidenced by the purchase agreement.

For the quarters  ended  September 30, 2001 and September 30, 2000,  the Motel's
direct  operating  costs were $58,377 and $108,624  respectively,  a decrease of
$50,247. This decrease is primarily attributable to a decrease expenses relating
to payroll and repairs and general maintenance costs.

Liquidity and Capital Resources

Cash flow provided by operations was $14,522 for the nine months ended September
30, 2001,  compared to cash flow used by operating  activities of $6,535 for the
nine months ended September 30, 2000.

Cash flow used in  financing  activities  was $21,416 for the nine months  ended
September  30,  2001,  compared to $71 for the nine months ended  September  30,
2000. The Company's cash flow used in financing  activities increased due to the
fact that the Company did not issue stock for debt resolution to offset payments
on mortgages as it did in the previous year.

The Company has funded its cash needs from inception through September 30, 2001,
with  revenues  generated  from its  operations  and  advances  from its  Parent
Company.  In  addition,  the Company may issue  additional  shares of its common
stock pursuant to a private  placement or registered  offering,  if necessary to
raise

                                        3

<PAGE>



additional capital.

Capital Expenditures

The Company has a working  capital  deficiency  at September  30,  2001,  in the
amount of $484,310. However, $392,526 of this working capital deficiency is owed
to the Company's Parent. The Company intends to fund the Motel's operations over
the course of the year with cash infusions  until the property is sold or if the
sale falls through,  with long term bank financing,  increasing  rental revenues
from increased  occupancy rates and/or equity financing in the form of a private
placement offering.

Impact of Inflation

The Company  believes that  inflation has had a negligible  effect on operations
over the past two years.  The Company  believes that it can offset  inflationary
increases in the cost of materials and labor by  increasing  sales and improving
operating efficiencies.

Known Trends, Events, or Uncertainties

Lodging Industry  Operating Risks. The Company is subject to all operating risks
common to the lodging  industry.  These risks include,  among other things,  (i)
competition  for guests from other  hotels,  a number of which may have  greater
marketing and financial resources than the Company,  (ii) increases in operating
costs due to inflation  and other  factors,  which  increases  may not have been
offset in recent years,  and may not be offset in the future,  by increased room
rates, (iii) dependance on business and commercial travelers and tourism,  which
business may fluctuate and be seasonal,  (iv) increase in energy costs and other
expenses of travel which may deter travelers, and (v) adverse effects of general
and local economic and weather conditions.

Capital  Requirements and Availability of Financing.  The Company's  business is
capital  intensive,  and it will have  significant  capital  requirements in the
future.  The Company's  leverage could affect its ability to obtain financing in
the  future to  undertake  remodeling  or  refinancing  on terms and  subject to
conditions  deemed  acceptable  to the Company.  In the event that the Company's
cash  flow  and  working  capital  are  not  sufficient  to fund  the  Company's
expenditures  or to service  its  indebtedness,  it would be  required  to raise
additional  funds  through  the  sale  of  additional  equity  securities,   the
refinancing of all or part of its indebtedness or the sale of assets.  There can
be no  assurances  that any of these  sources of funds would be  available in an
amount sufficient for the Company to meet its obligations. Moreover, even if the
Company were able to meet its obligations, its leveraged capital structure could
significantly  limit its  ability to finance  its  remodeling  program and other
capital  expenditures to compete  effectively or to operate  successfully  under
adverse economic conditions.  Additionally, financial and operating restrictions
contained in the Company's existing indebtedness may limit the Company's ability
to secure  additional  financing,  and may prevent the Company from  engaging in
transactions that might otherwise be beneficial to the Company and to holders of
the Company's  common stock.  The Company's  ability to satisfy its  obligations
will  also be  dependant  upon  its  future  performance,  which is  subject  to
prevailing economic conditions and financial,  business and other factors beyond
the Company's control.

General Real Estate Investment  Risks. The Company's  investments are subject to
varying  degrees of risk  generally  incident to the ownership of real property.
Real  estate  values and income from the  Company's  current  properties  may be
adversely  affected  by changes in  national or local  economic  conditions  and
neighborhood characteristics, changes in interest rates and in the availability,
cost and terms of mortgage funds, the impact of present or future  environmental
legislation and compliance with environmental laws, the ongoing need  for

                                        4

<PAGE>



capital improvements,  changes in governmental rules and fiscal policies,  civil
unrest, acts of God, including earthquakes and other natural disasters which may
result in uninsured  losses),  acts of war,  adverse  changes in zoning laws and
other factors which are beyond the control of the Company.

Value and  Illiquidity of Real Estate.  Real estate  investments  are relatively
illiquid.  The  ability of the  Company  to vary its  ownership  of real  estate
property in response to changes in economic and other conditions is limited.  If
the Company must sell an investment,  there can be no assurance that the Company
will be able to  dispose  of it in the time  period it desires or that the sales
price of any investment will recoup the amount of the Company's investment.

Property Taxes.  The Company's  property is subject to real property taxes.  The
real  property  taxes on this  property may increase or decrease as property tax
rates  change  and  as  the  property  is  assessed  or   reassessed  by  taxing
authorities.  If property  taxes  increase,  the Company's  operations  could be
adversely affected.

Investment in Single Industry/Property. The Company is subject to risks inherent
in  investments  in a single  industry/property.  The  effects on the  Company's
revenues  resulting  from a  downturn  in the  lodging  industry  would  be more
pronounced than if the Company had  diversified  its investments  outside of the
lodging industry.

                                     PART II


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits Exhibits required to be attached by Item 601 of Regulation
           S-B are listed in the Index to Exhibits on page 7 of this Form
           10-QSB, and are incorporated herein by this reference.

(b)        Reports on Form 8-K The Company filed three reports on Form 8-K
           during the quarter for which this report is filed.

           (1)    On September 17, 2001, the Company filed a Form 8K disclosing
                  the resignation of Mantyla McReynolds as independent auditors
                  for the company.

           (2)    On September 27, 2001, the Company filed a Form 8K/A amending
                  the previously filed Form 8K on September 17, 2001, to clarify
                  language and include an attached letter indicating Mantyla
                  McReynolds' review of the Form 8-KA and agreement with the
                  statements made therein, as requested by the SEC.

           (3)    On October 9, 2001, the Company filed a Form 8K disclosing the
                  retention of Tanner and Company as the Company's new
                  independent auditors.




                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]



                                        5

<PAGE>



                                   SIGNATURES

           In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 8th day of November 2001.




Golden Opportunity Development
Corporation
                                                         November 8, 2001

By:     s/ Richard Surber
   -------------------------------------
       Richard Surber

Its:   President, Chief Executive Officer and
       Director




















                                        6

<PAGE>



                                INDEX TO EXHIBITS


Exhibit
No.       Page No.         Description

2(i)       *               Articles of Incorporation of the Company dated May
                           7, 1997. (Incorporated by reference filed with the
                           Company's Form 10-SB/A-2 on May 2, 2000).

2(ii)      *               Amended Articles of Incorporation of the Company
                           dated April 26, 1999. (Incorporated by reference
                           filed with the Company's Form 10-SB/2 on May 2,
                           2000).

2(iv)      *               By-laws of the Company. (Incorporated by reference
                           filed with the Company's Form 10-SB/A-2 on May
                           2, 2000).

Material Contracts

Exhibit
No.       Page No.         Description

10(i)        *             Management Agreement between the Company and
                           Diversified Holdings, I, Inc. dated April 30, 1999.
                           (Incorporated by reference filed with the Company's
                           Form 10-SB/A-2on May 2, 2000).

10(ii)       *             Listing Contract between Brooks Hearn, Broker and
                           Golden Opportunity Development Corporation regarding
                           the General Lafayette Hotel in Baton Rouge,
                           Louisiana.  (Incorporated by reference filed with the
                           Company's Form 10QSB for the period ended March
                           31, 2001 on May 10, 2001)

10(iii)      *             Sales Agreement between LaFayette Development
                           Holdings LLC and Golden Opportunity Development
                           Corporation for the sale of the General LaFayette
                           Motel in Baton Rouge, Louisiana (Incorporated by
                           reference filed with the Company's Form 10QSB for the
                           period ended June 30, 2001 on August 13, 2001)

10(iv)       8             Amendment to sales agreement between LaFayette
                           Development Holdings LLC and Golden Opportunity
                           Development Corporation for the sale of the General
                           LaFayette Motel in Baton Rouge, Louisiana




           *      Previously filed as indicated and incorporated herein by
                  reference from the referenced filings previously made by the
                  Company.









                                        7

<PAGE>



Exhibit 10(iv)

                                    ADDENDUM
                                       to
                               PURCHASE AGREEMENT

     Now  comes  Golden  Opportunity  Development   Corporation,   "Seller"  and
Lafayette  Development  Holding,  LLC,  "Purchaser"  all of the  parties to that
certain  Purchase  Agreement  dated June 10,  2001.  Providing  for the sale and
purchase of certain property known as the General  Lafayette  Hotel,  located in
downtown Baton Rouge, Louisiana.

     Whereas,  since the date of signing of the Purchase  Agreement  the parties
have come to the following  additional  agreements and to the extent any of them
change or modify the terms set forth by the Purchase  Agreement  they are by the
following  written  agreement of the parties modified as set forth herein below;
and

     Whereas,  the  actions  and due  diligence  conducted  by the  parties  has
indicated that all contingencies to a closing have been or appear to be ready to
be met on or before the following  proposed date for closing and that each party
anticipates  that it will be prepared to close on that date;  now  therefore the
parties agree as follows:

1. The  parties  agree that  closing of the sale shall take place on December 7,
2001,  provide  Purchaser  shall  have made all  required  payments  for such an
extension of the closing date as required by the Purchase Agreement.

2. Seller  shall be allowed  until the 30th day of  November,  2001 to terminate
existing  tenants  rights of occupancy and  continued  rights to occupy rooms or
space in the Property.

3. Tenants of two retail buildings with existing  month-to-month  lease shall be
allowed to remain until  closing,  rentals shall be pro-rated as provided for in
the contract and Purchaser shall assume the obligations of landlord of these two
tenants effective the date of closing.

4. Purchase is to be allowed the right to contact and negotiate  agreements  for
post closing use of the property by current lessees of parking spaces.

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4. Seller shall have until the 6th day of December  2001, to terminate  existing
employees working on the premises of the property and this date shall also serve
as the date of termination  for all other  contracts,  reservations  and service
obligations as provided for in Article 3, of the Purchase Agreement.

           IN WITNESS WHEREOF, Seller and Purchaser have caused this Addendum to
be executed this 10th day of October, 2001.

Seller:                                         Purchaser:
GOLDEN OPPORTUNITY                              LAFAYETTE DEVELOPMENT
DEVELOPMENT CORPORATION                         HOLDING, LLC


By:        s/ Richard D. Surber                  By:     s/ Richard Pries
     ----------------------------------          --------------------------
           Richard D. Surber, President                    Richard Pries,



















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