<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For quarterly period ended March 31, 2001

                                       OR

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

For the transition period from ___________________  to _____________________

Commission File Number:  333-61433

                                EPIC RESORTS, LLC
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           23-2888968
(State or other jurisdiction of                            (I.R.S. employer
 incorporation or organization)                           identification no.)

    1150 FIRST AVENUE, SUITE 900                                 19406
         KING OF PRUSSIA, PA                                   (Zip Code)
(Address of principal executive offices)

                                 (610) 992-0100
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)



     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     As of March 31, 2001, 1,118,000 membership interests of the registrant were
outstanding.



<PAGE>


                                EPIC RESORTS, LLC

                                      INDEX

<TABLE>
<CAPTION>

PART I.      FINANCIAL INFORMATION                                                                           PAGE
<S>           <C>                                                                                            <C>
ITEM 1.       Consolidated Financial Statements

              Consolidated Balance Sheets - March 31, 2001 (unaudited) and
              December  31, 2000...............................................................................3

              Consolidated Statements of Operations (unaudited) - Three Months Ended
              March 31, 2001 and 2000..........................................................................4

              Consolidated Statements of Cash Flows (unaudited) - Three Months Ended
              March 31, 2001 and 2000..........................................................................5

              Notes to Consolidated Financial Statements.......................................................6

ITEM 2.       Management's Discussion and Analysis of Consolidated Financial Condition
              and Results of Operations........................................................................7

ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk......................................12


PART II.      OTHER INFORMATION

ITEM 6.       Exhibits and Reports on Form 8-K................................................................13


SIGNATURES

EXHIBIT INDEX

</TABLE>

<PAGE>


                                Epic Resorts, LLC

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                   March 31         December 31
                                                                                      2001              2000
                                                                                 ------------      ------------
                                                                                  (unaudited)
<S>                                                                              <C>               <C>
ASSETS
CASH AND CASH EQUIVALENTS                                                        $  2,637,000      $    738,000

CASH IN ESCROW                                                                     12,736,000        12,415,000

INVESTMENT IN RESIDUAL INTERESTS                                                   71,418,000        58,417,000

NOTES AND MORTGAGES RECEIVABLE, net of allowance of $2,471,000
  and $2,128,000 as of March 31,2001 and December 31, 2000 , respectively          16,918,000        15,275,000

INVENTORY                                                                          48,092,000        53,269,000

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $7,807,000
  and $7,163,000 as of March 31, 2001 and December 31, 2000 respectively           17,957,000        18,181,000

DEFERRED FINANCING COSTS, net of accumulated amortization of
  $3,965,,000 and $3,598,000 as of March 31, 2001 and
  December 31, 2000 respectivel                                                     5,251,000         5,593,000

OTHER ASSETS                                                                        6,882,000         7,855,000
                                                                                 ------------      ------------

Total assets                                                                     $181,891,000      $171,743,000
                                                                                 ============      ============

LIABILITIES AND MEMBER'S EQUITY

ACCOUNTS PAYABLE                                                                 $  5,617,000      $  5,108,000

ACCRUED EXPENSES                                                                    3,497,000         2,699,000

ACCRUED INTEREST PAYABLE                                                            5,094,000           736,000

DEFERRED REVENUE                                                                      140,000           174,000

NOTES PAYABLE                                                                      10,375,000        10,046,000

SENIOR SECURED NOTES PAYABLE                                                      128,318,000       128,219,000
                                                                                 ------------      ------------

Total liabilities                                                                 153,041,000       146,982,000

WARRANTS                                                                            2,757,000         2,757,000

MEMBER'S EQUITY                                                                    26,093,000        22,004,000
                                                                                 ------------      ------------

Total liabilities and member's equity                                            $181,891,000      $171,743,000
                                                                                 ============      ============

</TABLE>

                                        3
<PAGE>

                                Epic Resorts, LLC

                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

               For the three months ended March 31, 2001 and 2000


<TABLE>
<CAPTION>


                                                                             2001                   2000
                                                                         -----------            -----------
<S>                                                                       <C>                    <C>
REVENUE
 Sales of vacation points and ownership interests                         $31,359,000            $26,059,000
 Resort operations                                                          4,296,000              5,764,000
 Gains on sales of receivables and other financing income                   6,342,000              4,924,000
 Interest income                                                              271,000                207,000
 Other income                                                                 409,000                533,000
                                                                          -----------            -----------
                                                                           42,677,000             37,487,000
COSTS AND EXPENSES
 Cost of sales of vacation points and ownership interests                   5,285,000              4,770,000
 Resort operations                                                          3,818,000              6,549,000
 Selling and marketing costs                                               15,213,000             12,072,000
 General and administrative expenses                                        6,775,000              6,052,000
 Provision for doubtful accounts, net of recoveries                         1,051,000                638,000
 Depreciation                                                                 644,000                396,000
 Financing and closing costs                                                  527,000                151,000
 Interest expense                                                           5,205,000              4,660,000
                                                                          -----------            -----------
                                                                           38,518,000             35,288,000
                                                                          -----------            -----------
    NET INCOME                                                              4,159,000              2,199,000
                                                                          ===========            ===========
</TABLE>

                                        4
<PAGE>

                                Epic Resorts, LLC

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

               For the three months ended March 31, 2001 and 2000

<TABLE>
<CAPTION>

                                                                            2001               2000
                                                                       ------------       ------------
<S>                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                               4,159,000       $  2,199,000
 Adjustments to reconcile net income to net cash used in
   operating activities
  Depreciation                                                              644,000            396,000
  Amortization of financing costs                                           367,000            267,000
  Provision for doubtful accounts                                         1,051,000            638,000
  Accretion of senior secured notes payable                                  99,000             99,000
  Gains on sales of receivables and other financing income               (6,342,000)        (4,924,000)
  Minority interest
  Changes in assets and liabilities
                                                                        (16,680,000)       (16,051,000)
    Inventory                                                             5,177,000          4,585,000
    Other assets                                                            970,000         (1,185,000)
    Accounts payable                                                        509,000            301,000
    Accrued expenses                                                        799,000           (563,000)
    Accrued interest payable                                              4,358,000          4,225,000
    Deferred revenue                                                        (34,000)           (45,000)
                                                                       ------------       ------------

      Net cash used in operating activities                              (4,923,000)       (10,058,000)
                                                                       ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                       (420,000)          (712,000)
  Investment in residual interest                                       (13,001,000)        (6,162,000)
                                                                       ------------       ------------

      Net cash used in investing activities                             (13,421,000)        (6,874,000)
                                                                       ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on notes payable and bridge loan                                 (48,000)           (43,000)
  Proceeds from sales of receivables                                     20,330,000         19,950,000
  Cash escrows, net                                                        (321,000)        (1,667,000)
  Payment of  financing costs                                               (25,000)           (75,000)
  Proceeds from notes payable                                               377,000
  Distributions to sole member                                              (70,000)           (70,000)
                                                                       ------------       ------------

      Net cash provided by financing activities                          20,243,000         18,095,000
                                                                       ------------       ------------

      NET INCREASE IN CASH
        AND CASH EQUIVALENTS                                              1,899,000          1,163,000

Cash and cash equivalents, beginning of period                              738,000          2,359,000
                                                                       ------------       ------------

Cash and cash equivalents, end of period                               $  2,637,000       $  3,522,000
                                                                       ============       ============
Supplemental disclosure of cash flow information
  Interest paid                                                        $    388,000       $     11,000
                                                                       ============       ============

</TABLE>

                                        5

<PAGE>


                                EPIC RESORTS, LLC
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000


1.   BASIS OF PRESENTATION:

     The consolidated financial statements have been prepared by the Registrant,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations, although the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these consolidated financial statements be read in conjunction with the audited
financial statements and the notes thereto included in the Registrant's latest
annual report on Form 10-K. In the opinion of the Registrant, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
consolidated financial position and the consolidated results of its operations
and its cash flows, have been included. The results of operations for such
interim periods are not necessarily indicative of the results for the full year.

2.   NATURE OF BUSINESS:

     EPIC Resorts, LLC (a sole-member Delaware Limited Liability Company) and
its wholly owned subsidiaries (the Company) generate revenue from the sale and
financing of vacation points in its resorts. Customers acquire the right to use
a fully furnished vacation residence, based upon the number of points purchased
in EPIC's Vacation Club, in perpetuity or over an extended period not less than
35 years (Vacation Points). The Company's principal operations consist of (i)
acquiring, developing and operating vacation ownership resort locations, (ii)
marketing and selling Vacation Points in its resorts, and (iii) providing
customer financing to individual purchasers of Vacation Points at its resorts.
The Company also generates income from the transient rental of resort
accommodations.

     In January 1999, the Company adopted a vacation club system. The vacation
club holds units of each of the Company's resort locations. The units of each
resort location are contributed to the club. The club then sells "Vacation
Points". Prior to January 1999, the Company sold vacation ownership interests in
its resorts. The customer acquired the right to use a fully furnished vacation
residence, generally for a one-week period each year.

3.   SALES OF NOTES AND MORTGAGES RECEIVABLE:

     During the three months ended March 31, 2001, EPIC sold $27,077,000 of
notes and mortgages receivables as part of its Vacation Ownership Loan
Participation Facility ("Receivables Facility"). Under this Receivables
Facility, EPIC sells its Vacation Ownership Interest Receivables on a
non-recourse basis to EPIC Master Funding Corporation ("EPIC Funding"), a
wholly-owned subsidiary which is a qualifying special purpose entity as defined
in SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". The Receivables Facility provide for advance
rates of 88% of the lesser of (i) unpaid principal balance of the receivables
sold or (ii) the market value of such receivables as determined by the financial
institution. The Receivable Facility contains a customary provision requiring
the substitution of collateral in an equal amount if receivables become 60 days
past due.

     At March 31, 2001, the retained interests were valued by the Company
assuming discount rates of 12.5%, including estimated defaults and prepayments
applied to the residual cash flows. The Company accounts for this investment as
a trading security in accordance with SFAS No. 115, "Accounting for Certain
Investments and Debt Securities". The Company records the initial changes in the
fair value of the investment subsequent to sales as other financing income,
which is a component of gains on sales of receivables and other financing income
in the consolidated statements of income.

4.   INVESTMENT IN RESIDUAL INTERESTS:

     The Company's investment in residual interests, which are classified as a
trading security consist of retained interests in notes and mortgages receivable



                                        6

<PAGE>

sold to others through a special purpose entity and residual interests in the
Interest Only Strips related to the notes receivable. The components as of
March 31 are as follows:

<TABLE>
<CAPTION>
                                                          2001             2000
                                                       ----------       ----------
<S>                                                    <C>              <C>
   Retained Interests                                  22,945,000       18,093,000
   Carrying value of Interest Only Strips              48,473,000       40,324,000
                                                       ----------       ----------

                                                       71,418,000       58,417,000
                                                       ==========       ==========
</TABLE>

     Gains on sales of receivables and other financing income consist of gains
on sales of notes and mortgages receivables, the unrealized gains or losses on
the change in fair value of the interest only strips as well as changes in the
fair value of the investment in residual interests. In addition, other financing
income includes interest income on the Interest Only Strips and the initial
increase in fair value on the investment in residual interests subsequent to the
sale of notes and mortgage receivable. The components of gains on sales of
receivable and other financing income for the months ended March 31 are as
follows:

<TABLE>
<CAPTION>
                                                                      2001            2000
                                                                   ---------      ----------
<S>                                                                <C>             <C>
   Gains on Sales of Receivable                                    5,262,000       4,465,000
   Unrealized gain or (loss) on Interest Only Strips                 599,000       (177,000)
   Other financing income                                            481,000         636,000
                                                                   ---------      ----------
                                                                   6,342,000       4,924,000
                                                                   =========       =========
</TABLE>


5.   SEGMENT AND GEOGRAPHIC INFORMATION:

     The Company operates in one industry segment, which includes the
development, acquisition, marketing, financing, and management of vacation
ownership resorts. The Company does not operate outside the United States. The
Company's customers are not concentrated in any specific geographic region and
no single customer accounts for a significant amount of EPIC's revenue.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

     This Quarterly Report, and other written reports and oral statements made
from time to time by EPIC , may contain "forward-looking statements." All
statements that address operating performance, events or developments that
management anticipates will occur in the future, including statements related to
future sales, profits, expenses, and income, or statements expressing general
optimism about future results, are forward-looking statements. In addition,
words such as "expects," "anticipates," "intends," "plans," "believes," and
"estimates," and variations of such words and similar expressions are intended
to identify forward-looking statements.

     Because forward-looking statements are based on a number of beliefs,
estimates and assumptions by management that could ultimately prove inaccurate,
there is no assurance that forward-looking statements will prove to be correct.
Any number of factors could affect future operations and results, including the
following: increasing competition; fluctuations in consumer demand and
confidence; fluctuations in costs and expenses; the effectiveness of
advertising, marketing and promotional programs; weather conditions that affect
the geographic areas where the Company's resorts are located; the effectiveness
of the integration of the Company's recently acquired resorts; the timing,
quality and completion of construction and development activities at the
Company's resorts; the timing and availability of governmental permits and
authorizations regarding the Company's resorts; the continued availability and
terms of financing; and other general economic conditions, such as the rate of
employment, inflation and interest rates. This list of factors is not exclusive.

                                        7

<PAGE>

     Forward-looking statements are subject to the safe harbors created in the
Securities Act of 1933 and the Securities Exchange Act of 1934. The Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.

BUSINESS

HISTORY AND OWNERSHIP

     EPIC Resorts, LLC, a Delaware limited liability company (the "Company"),
was formed in June 1998 to merge with the ownership of the London Bridge Resort
and the Daytona Beach Regency and their vacation ownership acquisition and
development businesses. London Bridge Resort was acquired in 1986 by London
Bridge Resort, Inc., a Delaware corporation wholly owned by Thomas F. Flatley,
the Company's President. In April 1996, the Daytona Beach Regency Resort was
acquired by Daytona Beach Regency, Ltd., a limited partnership.

     In connection with the private placement of $130 million aggregate
principal amount of the Company's Senior Secured Redeemable Notes due 2005 (the
"Notes") in July 1998, Epic Resorts, LLC and certain of its subsidiaries were
merged into limited liability companies. Mr. Flatley simultaneously contributed
his membership interests in certain of those subsidiaries to the Company. In
connection with the issuance of the Notes, the Company acquired four new resorts
(Desert Paradise Resort, Scottsdale Links Resort, Palm Springs Marquis Villas
and Island Links Resort) and purchased the limited partnership interests in
Daytona Beach Regency, Ltd.

EPIC'S VACATION OWNERSHIP BUSINESS

     The Company is a nationwide developer and marketer of vacation ownership
resorts located in major tourist destinations. Vacation ownership interests
typically entitle the buyer to a fully furnished vacation residence in any one
of the Company's resorts based on the number of points purchased in EPIC
Vacation Club, a nonprofit corporation operated by the Company (the "Club"). The
Club holds units of each of the Company's resorts which are transferred into the
Club by each of the Company's operating subsidiaries. The Company converted its
operations to this vacation club system in January 1999. Prior to this time, a
customer would purchase a one-week interest at one particular resort, and would
receive a deed evidencing their purchase. The Company now sells points
("Vacation Points") in the Club, which entitle the purchaser to reserve units at
any of the Company's resorts and in increments as short as one day. A customer
now has access to all of the Company's resorts, as well as over 1,700 other
resorts worldwide through the Company's participation in vacation ownership
interest exchange networks. The vacation club system offers the Company's
customers greater flexibility in their vacation planning, a wider variety of
vacation options, and easier access to the Company's network of resorts.

     The Company's resorts are located in Las Vegas, Nevada; Scottsdale,
Arizona; Palm Springs, California; Daytona Beach, Florida; Lake Havasu City,
Arizona; and Hilton Head, South Carolina.

     The Company marketed and sold its deeded vacation ownership interests and
markets and sells its vacation points through both on-site and off-site sales
centers. In addition, the Company generates income through the rental of
available suites at its resorts. The Company sells Vacation Ownership Interests
to purchasers for leisure purposes and not for investment purposes.

EPIC VACATION CLUB

     The Club is a Delaware nonprofit, non stock corporation formed by the
Company in 1998. The Club's articles of incorporation provide that it was formed
for the specific purpose of owning and managing the real property conveyed to it
by the Company and its resort subsidiaries. Purchasers of Club Points
("Purchasers") receive the right to reserve time at any of the resort units
conveyed to the Club as well as the right to vote to elect the Club's board
members and to vote on major Club matters. The number of votes that each
Purchaser has is based on the number of Club Points the Purchaser owns.

     The Club maintains a reserve, funded from the annual assessments collected
from Purchasers, which is used to maintain and upgrade the interiors and
furnishings of the resort units, and the exteriors and common areas of the
resorts in which the Club owns all of the units. The Club collects maintenance
dues from Purchasers based on the

                                        8

<PAGE>

number of Vacation Points owned. These dues are intended to cover the Club's
operating costs, including condominium association dues at each resort.

     The vacation club system provides Purchasers with significant flexibility
in planning their vacations. Under this system, Purchasers can select vacations
according to their schedules, space needs and available Vacation Points. The
number of Vacation Points that are required to stay one day at one of the
Company's resorts varies depending upon the particular resort, the size of the
unit, the season and the day of the week. For example, a Friday or Saturday
night stay at a one-bedroom unit may require 1,000 Vacation Points per night
off-season and 1,500 Club Points per night in peak season. A midweek stay at the
same one-bedroom unit would require fewer Vacation Points. Vacation Points are
reissued on an anniversary date basis and any unused Vacation Points may be
carried over for one year. A Purchaser may also borrow Vacation Points from
their allotment for the next year.


     The Club has a board of directors that manages its business and affairs.
Each of the directors and principal executive officers of the Club are also
officers of the Company. The Board must obtain the approval of a majority of
the voting power represented to take certain actions, including (i) any
incurrence of a capital expenditure exceeding 5% of the Club's budgeted gross
expenses during any fiscal year and (ii) the sale of any of the Club's
property during any fiscal year, if the aggregate fair market value is in
excess of 5% of the Club's budgeted expenses for that year.

SALES AND MARKETING

     The Company focuses its sales and marketing activities on generating a
predictable flow of both off-site and on-site prospective purchasers of Vacation
Ownership Interests at minimal cost.

     OFF-SITE SALES CENTERS: The Company currently operates off-site sales
     centers in Torrance, California; Schaumburg, Illinois, Minnetonka,
     Minnesota and in Philadelphia, Pennsylvania. The Company opened its
     fifth center in Detroit, Michigan in the second quarter of 2001 and
     plans to add its sixth and seventh centers by the end of 2001. The
     Company currently intends to locate these planned sales centers in
     major metropolitan areas, which can be conveniently toured during
     evenings and weekends. These centers, which are leased by the Company,
     are generally more cost effective because they reduce the need for
     on-site tours of the Company's resorts and are more easily accessible
     to the Company's target customers.

     ON-SITE SALES CENTERS: The Company utilizes a variety of marketing
     techniques to generate on-site tours, including mini-vacations
     resulting from telemarketing and targeted mailings, retail center
     kiosks, in-house marketing to renters, marketing to current owners of
     Vacation Ownership Interests and referrals. The Company's completed but
     unsold inventory of resort units also provides additional revenue as
     well as sales and marketing cost advantages through (i) rental income,
     (ii) access to a steady source of high quality, low cost, on-site sales
     tours from rental customers, and (iii) lower mini-vacation marketing
     costs.

     The Company's sales representatives are a critical component of its sales
and marketing effort, and the Company continually strives to attract, train and
retain a dedicated sales force. The Company provides sales instruction and
training, which coupled with the sales representative's valuable knowledge of
each resort, assists in acquainting prospective customers with the benefits of
each resort. The Company's sales staff is required to provide each customer with
a written disclosure statement regarding the Vacation Points to be sold prior to
the time the customer signs a purchase agreement. This disclosure statement sets
forth relevant information regarding ownership of a Vacation Ownership Interest
at the resort and must be signed by every purchaser. The Company believes that
this information statement contains all material and relevant information a
customer requires to make an informed decision regarding the purchase of a
Vacation Ownership Interest at one of its resorts, and contributes to its low
rates of rescission. At closing, customers are also provided with a toll free
customer service phone number to facilitate any additional information requests.

     To support its marketing and sales efforts, the Company has also developed
a computer database to track its vacation ownership marketing and sales
programs. Management believes that as the Company's vacation ownership
operations grow, this database will become an increasingly significant asset and
will enable it to take advantage of less costly marketing and referral
opportunities.

                                        9

<PAGE>

CUSTOMER FINANCING

     Approximately 90% of the Company's customers finance their purchase of
Vacation Points with the Company. These customers are required to make a down
payment of at least 10% of the Vacation Points sales price. The balance is
typically financed for a period of seven to ten years at a fixed interest rate.

     The adequacy of the Company's reserve for loan losses is determined by
management and reviewed on a regular basis considering, among other factors,
historical frequency of default, loss experience, present and expected economic
conditions as well as the quality of receivables.

     EPIC believes that its financing is attractive to purchasers who find it
convenient to handle all facets of the purchase of Vacation Ownership Interests
through a single source. In addition, the down payments required by EPIC are
similar to those required by banks and mortgage companies that offer this type
of credit, when such credit is available.

VACATION OWNERSHIP EXCHANGE NETWORKS

     According to the American Resort Developers Association, the primary reason
cited by consumers for purchasing a Vacation Ownership Interest is the ability
to exchange such interest for accommodations at other resorts through worldwide
exchange networks. Membership in an exchange network allows the owner of a
Vacation Ownership Interest at one of the Company's resorts to exchange their
occupancy right for a similar right at another participating resort, based upon
availability and the payment of a variable exchange fee. A Vacation Ownership
Interest can be exchanged by listing the interest as available with the exchange
network affiliated with the owner's home resort and requesting occupancy at
another participating resort, indicating the preferred resort or geographic
area, the size of the unit desired, and the period during which occupancy is
desired. The exchange network assigns a rating to each listed Vacation Ownership
Interest, which is based upon a number of factors, including the location and
size of the unit, the quality of the resort and the time of year during which
the exchanging owner's Vacation Ownership Interest is available. The network
then attempts to satisfy the exchange request by providing an occupancy right in
a participating resort with a similar rating.

     All of EPIC's resorts are affiliated with Interval International ("II"),
one of the leading worldwide vacation ownership exchange companies.
Participation in II entitles owners to exchange their annual Vacation Ownership
Interests for occupancy at over 1,700 II resorts worldwide. All six EPIC Resort
locations have received Five-Star designations from II, the highest designation
under II's rating system. II awards this designation to less than 10% of its
1,700 member resorts.

RESULTS OF OPERATIONS

     The following analysis by the management of EPIC Resorts summarizes the
significant changes in the results of operations presented in the statements of
operations for the three months ended March 31, 2001 and 2000 and presents an
analysis of the financial condition of as of March 31, 2001.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 TO THE THREE MONTHS ENDED
MARCH 31, 2000.

REVENUES. For the three months ended March 31, 2001, the Company generated total
revenues of $42.7 million compared to $37.5 million for the three months ended
March 31, 2000, an increase of $5.2 million, or 13.9%. This increase can be
attributed to a $5.3 million increase in sales of Vacation Ownership Points to
$31.3 million in 2001 from $26.1 million in 2000, an increase of 19.9% sales of
Vacation Ownership Points. Vacation Ownership Point sales continue to grow as
the Company continues to expand.

Resort operations revenue decreased 25.5% to $4.3 million for the three months
ended March 31, 2001 from $5.7 million for the comparable period in 2000, as a
result of a decrease of $2.3 million from package sales which has been
discontinued and an increase of $.9 million of revenue from hotel operations.
The Company continues to develop marketing programs to attract guests using
print media as well as internet sites.

Gains on sales of receivables and other financing income increased to $6.3
million for the three months ended March 31, 2001 from $4.9 million for the
comparable prior period. This increase is attributable to the higher volume of
sales that have been sold to the receivables facility.

                                        10

<PAGE>

Interest income increased 50.0% to $0.3 million for the three months ended March
31, 2001 from $0.2 million for the three months ended March 31, 2000. This
increase can be attributed to additional interest being covered by invested
cash.

Other income decreased 20.0% to $0.4 million for the three months ended March
31, 2001 from $0.5 million for the comparable period in 2000, due to a decrease
in other revenue sales, by $.1 million.

COST OF SALES. Cost of sales for Vacation Ownership Interests as a percentage of
sales of Vacation Ownership Interests decreased to 16.7% for the three months
ended March 31, 2001 from 18.3% for the comparable period in 2000. This decrease
was attributable to the increase in the average sales price of Vacation
Ownership Points at the resorts.

RESORT OPERATIONS EXPENSE. Resort operations expense decreased 41.5% to $3.8
million for the three months ended March 31, 2001 from $6.5 million for the
comparable period in 2000, reflecting in part decreased expenses to support the
package sales.

SELLING AND MARKETING. Selling and marketing expenses (including commissions) as
a percentage of Sales of Vacation Ownership Points increased to 48.5% for the
three months ended March 31, 2001 from 46.3% for the comparable period in 2000.
This increase was primarily a result of the marketing costs incurred to generate
additional tour flow as well as expenditures relating to the opening of the
Detroit Sales Center.

GENERAL AND ADMINISTRATIVE. General and Administrative expenses increased to
$6.8 million for the three months ended March 31, 2001 from $6.0 million for the
comparable period in 2000. The increase in expenses is attributed to
establishing the proper support to maintain the Company's growth strategy. As a
percentage of revenues, general and administrative expenses decreased to 15.9%
for the three months ended March 31, 2001 from 16.1% for the comparable period
in 2000.

INTEREST EXPENSE. Interest expense increased to $5.2 million for the three
months ended March 31, 2001 from $4.7 million for the comparable period in 2000,
which reflects the increased indebtedness from the Notes Payable.

PROVISION FOR DOUBTFUL ACCOUNTS. Provision for doubtful accounts as a percentage
of financed sales of Vacation Ownership Points increased to 3.9% for the three
months ended March 31, 2001 from 3.0% for the comparable period in 2000. This
decrease is attributed to the Company's continuing review of its Receivables
Portfolio and its consistent policy in adjusting for allowances.

LIQUIDITY AND CAPITAL RESOURCES

     The Company generates cash from operations through the sale and
financing of membership interests in Epic Vacation Club, resort operations
and transient rental of resort accommodations. With respect to the sale of
Vacation Ownership Interests, Epic generates cash from operations from
customer down payments and third party financing of customer mortgages
receivable. The Company expects to generate additional cash flow from its
Vacation Ownership Interests Receivable portfolio through receipt of the
spread between the yield on such portfolio and the cost of its receivables
facility upon completion of securitizations of such receivables.

     The Company requires funds to finance the acquisition and development of
resorts and related inventory, and to finance customer purchases of Vacation
Ownership Interests. These funds are provided by Epic's non-recourse vacation
ownership loan participation facility. Under this receivables facility, Epic
sells Vacation Ownership Interest receivables to a limited purpose, bankruptcy
remote subsidiary of Epic, and a financial institution purchases from the
subsidiary participation interests in such receivables. The proceeds from the
sale of the participation interests are paid to Epic as consideration for the
receivables sold to the subsidiary. The receivables facility provides for
advance rates up to 88% of the lesser of (i) unpaid principal balance of the
receivables sold to the subsidiary or (ii) the market value of such receivables
as determined by the financial institution. The receivables facility provides
non-recourse interim funding for the Vacation Ownership Interests

                                        11

<PAGE>

receivables pending their permanent funding through receivables
securitization transactions.

     The Company is in the process of negotiating with a financial institution a
new non-recourse $75 million vacation ownership loan participation facility.
Under this facility, the Company would sell its vacation points receivables to a
limited purpose, bankruptcy remote subsidiary of the Company, which would then
be pledged to the financial institution as security for the funding used by the
subsidiary to acquire the receivables.

     The Company may from time to time repurchase the Notes in the open
market and in privately negotiated transactions. The Company may, in the
future, require additional credit facilities or issuances of other corporate
debt or equity securities in connection with property acquisitions or
otherwise. Any debt incurred or issued by the Company may be secured or
unsecured, at fixed or variable rates of interest and may be subject to such
terms as management deems prudent. The Company's credit facilities and the
indenture for the Notes include customary conditions to funding, eligibility
requirements for collateral, certain financial and other affirmative and
negative covenants, including, among others, limits on the incurrence of
indebtedness, covenants concerning net worth and fixed charge coverage
requirements and debt to equity ratios and events of default.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is not exposed to interest rate risk in the near term, as
substantially all of the Company's indebtedness is at fixed rates (principally
the $130 million of senior secured notes which bear interest at a fixed rate of
13.0%). The Company does not maintain a trading account for any class of
financial instrument, has never purchased any derivative instruments and is not
directly subject to any foreign currency exchange or commodity price risk.

     The Company calculates its gain on sales based on a floating interest
rate as well as other factors including, but not limited to the coupon rate,
remaining contractual life of the receivables sold and assumption made by the
Company regarding discount rates. The Company believes its assumptions are
appropriate however the fair market value of the residual interests would be
impacted by a hypothetical change in interest rates of 1% by $2.6 million.
The Company recalculates the fair value of the instrument quarterly and
adjusts the instrument accordingly.


                                        12

<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) The following Exhibits are included in this Quarterly Report on
             Form 10-Q:

         (b) No reports on Form 8-K were filed during the quarter ended
             March 31, 2001.



                                        13

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  EPIC RESORTS, LLC




Dated: May 15, 2001               By: /s/ Scott J. Egelkamp
       ------------                  -----------------------
                                     Scott J. Egelkamp
                                     Vice President and Chief Financial Officer
                                     Duly Authorized Principal Financial Officer



                                        14