UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                450 Fifth Street
                             Washington, D.C. 20549

                                   Form 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                    For the Fiscal Year Ended March 31, 2002

                           Commission File No. 0-3858

                        INTERNATIONAL LEISURE HOSTS, LTD.
             (Exact name of Registrant as specified in its charter)

           Wyoming                                        86-0224163
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

3207 S. Hardy Drive, Tempe, AZ                             85282
------------------------------                 ---------------------------------
(Address of principal executive office)                  (Zip Code)

Issuer's telephone number, including area code (480) 829-7600
                                               --------------

Securities registered under Section 12(b) of the Act:
                                                        Name of each exchange
           Title of Each Class                           on which registered
           -------------------                         -----------------------

                    NONE
           ----------------------                      -----------------------

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock $.01 par value
                          -----------------------------
                                (Title of Class)

                                        1
<PAGE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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   |X|                               NO |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B. If not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year.  $4,225,922

As of May 31, 2002, there were 694,407 shares of common stock outstanding and
the aggregate market value of the common shares (based on the average of the bid
and ask price of these shares on the NASDAQ over the counter market) of ILHL
held by non-affiliates was approximately $2,812,348.

                                        2
<PAGE>
                                     PART I
                                                                  Page
                                                                  ----
Item 1.  Business                                                  4

Item 2.  Properties                                                7

Item 3.  Legal Proceedings                                         7

Item 4.  Submission of Matters to a Vote of                        8
         Security Holders

                         PART II

Item 5.  Market for the Registrant's Common                        9
         Stock and Related Security Holder Matters

Item 6.  Management's Discussion and Analysis                     10
         of Financial Condition and Results of
         Operations

Item 7.  Financial Statements                                     14

Item 8.  Changes in and Disagreements with                        26
         Accountants on Accounting and Financial
         Disclosure

                         PART III
Item 9.  Directors and Executive Officers of the                  26
         Registrant

Item 10. Executive Compensation                                   27

Item 11. Security Ownership of Certain                            27
         Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions           29

                         PART IV

Item 13. Exhibits (including Exhibit Index),                      30
         Financial Statements, Schedules and
         Reports on Form 8-K
                                        3
<PAGE>
                                     PART I
Item 1.  Business

         The statements contained in this Report regarding management's
anticipation of the Company's facility completion schedules, quality of
facilities, fulfillment of National Park Service requirements, consumer response
to marketing efforts, ability to offset inflation and adequacy of financing,
constitute "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Management's anticipation is based
upon assumptions regarding levels of competition, acceptance of facilities by
consumers, favorable weather conditions, ability to complete facility
construction, the market in which the Company operates, the stability of the
economy and the stability of the regulatory environment. Any of these
assumptions could prove inaccurate, and therefore there can be no assurance that
the forward-looking information will prove to be accurate.

         International Leisure Hosts, Ltd. (the "Company") was formed under
Wyoming law as a corporation on October 18, 1962. The principal business of the
Company is the ownership and operation of Flagg Ranch Resort ("Flagg"), a
full-service resort motel and trailer park located in the John D. Rockefeller
Jr. Memorial Parkway approximately four miles north of Grand Teton National Park
("Grand Teton") and two miles south of the southern entrance of Yellowstone
National Park ("Yellowstone").

         Flagg undertook major redevelopment plans in fiscal years 1995 and 1996
which included construction of a new main lodge building, 92 new cabin units, a
maintenance building and a laundry facility. The new lodge and cabins opened for
business in May 1995. The lodge, which replaced existing facilities, includes a
restaurant, lounge, gift shop, grocery store, front desk and gasoline station.
The new cabin units replaced 42 rustic cabin units, which were removed from the
property, and a 54-unit motel.

         During fiscal year 2002, Flagg provided overnight accommodations to
national park visitors for up to 328 persons per night via its 92 cabins. In
addition to the cabin units, Flagg operates a full service trailer park and
campground that provides water, electrical and sewer connections for 97
recreational vehicles, plus 74 campsites without utility hookups.

         Flagg is operated as a seasonal resort. The two seasons, summer and
winter, coincide with the opening and closing dates of the two national parks.
The summer season, which runs from approximately May 24th through October 8th of
each year, is the height of activity at Flagg. In addition to the motel and
trailer park/campground accommodations, Flagg offers numerous services and
activities for the guests' enjoyment including Snake River float trips,
horseback riding and a variety of scenic hiking trails. The summer season
accounted for 67% and 65%, respectively, of Flagg's fiscal 2002 and 2001
operating revenues.
                                        4
<PAGE>
         Prior to the recently completed redevelopment of its facilities, Flagg
was not a destination stop in the summer, but instead provided basic services
for visitors to the two national parks. Most of the guests stayed one to two
nights and the majority of the patrons represented overflow from other national
park facilities similar to those provided by Flagg. However, with the completion
of the new main lodge and cabin units, management believes that Flagg now offers
facilities equal to or superior to those of other national park concessionaires.
As a result, Flagg intends to develop a reputation as a destination location for
visitors, in addition to catering to guests staying for only one to two nights.

         The winter season, which runs from mid-December through mid-March
accounted for 33% and 35%, respectively, of Flagg's fiscal 2002 and 2001
operating revenues. Yellowstone receives approximately 150 to 400 inches of
snowfall per year which turns the park into a winter recreational destination.
The National Park Service ("NPS") grooms, but does not plow, the snow on the
roads inside the park. The only modes of transportation into the park are
snowmobile and snowcoach.

         Management believes that Flagg's location at the south entrance to
Yellowstone makes it a premiere location for winter visitors. The road is well
plowed from Jackson, Wyoming to the Flagg entrance offering easy access to Flagg
for visitors. However, visitors cannot proceed past Flagg and into Yellowstone
unless they are traveling via snowmobile or snowcoach. Flagg is the only vendor
licensed by the NPS with unguided snowmobile tours at the south entrance to
Yellowstone. In fiscal year 2001, Flagg had a fleet of 85 Polaris snowmobiles
available to the public for rental. In addition, Flagg offers daily trips to Old
Faithful Lodge in Yellowstone via its two 11-passenger snowcoachs. Cross-country
skis and snowshoes are also available for rental.

         The Company receives its operating authorization from the NPS. The NPS
Contract (the "Contract") which became effective on January 1, 1990 will expire
on December 31, 2009. The Contract requires the Company to provide certain
services to the public and authorizes other services that may be offered each
year. It grants the NPS the right to regulate the adequacy, types and charges of
all services offered to the public. The terms and conditions of the Contract are
under the direct supervision of the Superintendent of Grand Teton National Park.
The fee payable to the NPS under the Contract is subject to review and
adjustment every five years. For fiscal 2002, the fee was calculated at 2% of
the Company's gross receipts (as defined in the Contract).

         Flagg Ranch faces competition from hotels, camping areas and trailer
facilities in Yellowstone and Grand Teton National Parks, as well as from a
large number of hotels and motels in Wyoming, Montana and Idaho, offering some
facilities which are similar to those offered by Flagg Ranch. In addition, the
business of Flagg Ranch is susceptible to weather conditions and unfavorable
trends in the economy as a whole. Business could be significantly affected
depending upon actions which might be taken by the NPS if cutbacks are made to
their budget. If the NPS decides to close Yellowstone National Park for the
winter months, then Flagg Ranch would have to discontinue its winter operations.
NPS budget cutbacks could also negatively impact the length of the summer season
and the number of visitors to the Parks and have a corresponding negative impact
on Flagg Ranch revenues.
                                        5
<PAGE>
         On May 20, 1997, the Fund for Animals, Biodiversity Legal Foundation
et. al. filed a lawsuit against the NPS challenging the action of the NPS
regarding winter use of Yellowstone and Grand Teton National Parks. The
plaintiffs asked the Federal Court to stop winter activities, primarily
snowmobiling and related snow grooming, until environmental impacts are
documented. A settlement agreement was reached that required the NPS to prepare
an environmental impact statement ("EIS") during which time period the Parks
continued activities under the then existing winter visitor-use plan.

         Upon completion of the EIS, the NPS prepared a draft winter-use plan
with several alternatives. The NPS initially adopted the draft winter-use plan
which eliminates snowmobiling from the Park with a phase-in period of three
years during which time the winter snowmobiling operation may be continued.

         As settlement of a lawsuit that was filed by snowmobile manufacturers
and various other organizations to overturn the NPS's decision, the NPS has
agreed to reopen its decision-making process regarding the use of snowmobiles in
Yellowstone and surrounding Parks. Under the settlement, the Park Service has
committed to reexamine its closure in light of new, environmentally friendly
snowmobile technology and other information provided by the public. While the
Company is optimistic regarding this settlement, until such time as there is a
change in the current winter-use plan, the winter snowmobiling operation will
discontinue operations after the 2002-2003 winter season. This will have a
significant negative impact on the revenues and financial results of the
Company. During fiscal 2002 and 2001, winter operations accounted for
approximately 33 and 35 percent of total revenues, respectively.

         The extensive capital investments which were required by the Company's
current Contract, were made based on the Park providing road access in the
winter and full winter services (i.e. snowmobile rentals) for the duration of
the Contract. These services are necessary to allow the Company to recover its
substantial investment and provide a reasonable opportunity to realize a profit
consistent with the Contract and applicable law. The Company relied on the
Park's representations to expend millions of dollars in facilities improvements.
Precluding the Company from offering its full spectrum of winter activities
would materially and fundamentally alter key contract features and substantially
interfere with the Company's ability to recover its investments or realize
planned profit.

         Proprietary rights to certain facility improvements constructed by the
Company (including the new lodge and new cabin units) have been granted to the
Company under the terms of the Contract; however, the NPS may terminate the
Contract and purchase the Company's improvements, upon a determination that the
public interest requires Federal Government ownership of the improvements. In
such event, the Federal Government is required to pay a price for said
improvements equal to the cost of reconstruction less depreciation. If, however
the Contract is terminated by the Federal Government for default by the Company
for unsatisfactory performance as defined in the Contract, then the Federal
Government is required to pay a price equal to the tax basis of the
improvements. At the end of the Contract, if the Company is not the successful
bidder
                                        6
<PAGE>
on a new contract for the property, then the Federal Government is required to
purchase from the Company the improvements (including the new lodge and new
cabin units) made to the property at a price equal to the cost of reconstruction
less depreciation.

Item 2.  Properties

         The Flagg facilities are located on approximately 70 acres in the John
D. Rockefeller Jr. Memorial Parkway. This entire tract of land which the Company
utilizes is owned by the Federal Government and its usage is governed by the
terms of the Contract.

         Proprietary rights to certain facility improvements constructed by the
Company (including the new lodge and new cabin units) have been granted to the
Company under the terms of the Contract; however, the NPS may terminate the
Contract and purchase the Company's improvements, upon a determination that the
public interest requires Federal Government ownership of the improvements. In
such event, the Federal Government is required to pay a price for said
improvements equal to the cost of reconstruction less depreciation. If, however
the Contract is terminated by the Federal Government for default by the Company
for unsatisfactory performance as defined in the Contract, then the Federal
Government is required to pay a price equal to the tax basis of the
improvements. At the end of the Contract, if the Company is not the successful
bidder on a new contract for the property, then the Federal Government is
required to purchase from the Company the improvements (including the new lodge
and new cabin units) made to the property at a price equal to the cost of
reconstruction less depreciation.

         During fiscal year 2001, the Company incurred costs of approximately
$433,000 to move its employee housing from its current location to the high
ground above the river. During fiscal year 2002, the Company incurred additional
costs of approximately $405,000 related to this move.

         Under the terms of the Contract, the Company is required to move the
existing 54-unit riverside motel, which has been converted to employee housing,
from its current location to the high ground above the Snake River and make
other improvements prior to December 31, 2002. The remaining cost is estimated
to be approximately $100,000.

Item 3.  Legal Proceedings

         The Department of Labor ("DOL") has notified the Company, on behalf of
current and past employees, that additional overtime is due for the period
beginning November 1, 1997. Currently the Company pays overtime for any hours in
excess of 48 during a one week period. The Company, as well as other Park
concessioners in the area, have operated under an exemption that exists in the
Fair Labor Standards Act. The DOL has claimed that this exemption does not apply
due to conflicting language in the Contract Work Hours Safety Standard Act which
requires overtime to be paid to laborers and mechanics working on a government
contract after 40 hours worked during a week. If the DOL prevails, the estimate
of the additional expense to the Company ranges from $40,000 to $60,000. While
there is no guarantee, the Company believes it will not be subject to the
additional overtime payments.
                                        7
<PAGE>
         There are no other material legal proceedings against International
Leisure Hosts, Ltd.

Item 4.  Submission of Matters to a Vote of Security Holders

         None
                                        8
<PAGE>
                                     PART II

Item 5.  Market for Registrant's Common Stock and Related Security Holder
         Matters

         International Leisure Hosts, Ltd. common stock is traded on the OTC
bulletin board, quoted by NASDAQ under the symbol "ILHL". The following table
sets forth the high and low bid prices for the stock for each quarter for fiscal
years 2001 and 2002.

                                                     Bid
                                            ---------------------
                                            High              Low
                                            ----             -----
         Quarter Ended

         June 30, 2000                      5                  3 1/2
         September 30, 2000                 4 7/8              4
         December 31, 2000                  5 1/2              4 1/2
         March 31, 2001                     5                  4 3/4
         June 30, 2001                      4.75               4.75
         September 30, 2001                 4.75               4.05
         December 31, 2001                  4.05               4.05
         March 31, 2002                     4.05               4.05

         Over-the-counter market quotations reflect inter-dealer prices, without
retail markup, markdown or commissions and may not necessarily represent actual
transactions. As of March 31, 2002, there were 694,407 shares of outstanding
common stock and an estimated 606 shareholders of record.

         The level of trading during fiscal year 2002 was approximately 0 shares
the first quarter, 700 shares the second quarter, 900 shares the third quarter,
and 400 shares the fourth quarter ended March 31, 2002. Trading activity with
respect to the common stock has been limited and the volume of transactions
should not of itself be deemed to constitute an "established public trading
market." A public trading market having the characteristics of depth, liquidity
and orderliness depends on the existence of market makers as well as the
presence of willing buyers and sellers, which are circumstances over which the
Company does not have control.

         It is the policy of the Company not to pay dividends but instead to
retain earnings for use in the operation and expansion of its business.

                                        9
<PAGE>
Selected Financial Data

         The selected financial data for each of the five years in the period
ended March 31, 2002 have been derived from the Company's audited financial
statements, and should be read in conjunction with the financial statements and
related notes thereto and other financial information appearing elsewhere herein
and in Item 6. The selected financial data is not required by Form 10-KSB and is
included herein as an unnumbered item.

                              YEAR ENDED MARCH 31,
                     (In thousands except per share amounts)
                     ---------------------------------------

                        2002    2001    2000    1999    1998
                       ------  ------  ------  ------  ------
Total Revenues         $4,226  $4,539  $4,739  $4,218  $4,631

Net Income                202     427     341     292     156

Net Income Per Share-     .29     .61     .49     .42     .23
Basic

Total Assets            6,615   6,710   6,533   6,212   5,393

Long-Term Obligations       0       0       0       0       0

Shareholders' Equity    5,089   4,887   4,460   4,120   3,828

Book Value Per Share     7.32    7.04    6.42    5.93    5.51


Item 6.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations

         The Company's net income was $202,000, $.29 per share for the year
ended March 31, 2002. This compares to net income of $427,000, $.61 per share,
in 2001 and net income of $341,000, $.49 per share, in 2000. The primary factor
contributing to the $225,000 decrease in 2002 net income was a decrease in
snowmobile and snowcoach rentals during the winter season as a result of a
slowdown in tourism due to the events of September 11th. Changes in the
Company's revenues and expenses for the fiscal years 2002 and 2001 are
summarized below. All references to years represent fiscal years ended March 31.

         Total revenues for 2002 decreased by $313,000 or 7% from 2001. Of this
decrease, $141,000 was from snowmobile rentals, $141,000 from other income
(primarily due to insurance proceeds received in 2001), $57,000 in gasoline
sales, $46,000 in float trip revenue, $19,000 in snowcoach rentals, $9,000 in
grocery store sales, $8,000 in bus rentals, $5,000 in interest income and $1,000
in
                                       10
<PAGE>
food and beverage sales. Offsetting these decreases were increases of $47,000 in
lodging, $24,000 in employee lodging, $15,000 in RV/Tent rental, $15,000 in
trail ride revenue and $13,000 in grocery store sales. All of the decreases are
primarily attributable to the reduction in winter activities. The increases are
due to the fact that the prior year had a shortened summer season because of the
fire closure.

         Total revenues for 2001 decreased by $200,000 or 4% from 2000. Of this
decrease, $264,000 was from lodging, $56,000 from RV/tent rental, $130,000 from
food service, $52,000 from grocery store sales, $65,000 from gift shop sales,
$16,000 from float trip revenue, $13,000 from trail ride revenue, and $3,000 in
interest income. Offsetting these decreases were increases of $8,000 in gasoline
sales, $185,000 in snowmobile rental, $14,000 in snowcoach rental, $19,000 in
transportation revenue, and $173,000 in other income, primarily insurance
proceeds from the Company's business interruption policy. All of the decreases
are mainly attributable to the temporary closure of the Company's resort during
the summer season due to wildfires in Yellowstone and Grand Teton Parks.
Increases in winter activities, snowmobile, snowcoach and transportation, are
due to higher numbers of winter visitors, possibly due to the anticipated future
elimination of snowmobile use in the Parks. Gasoline sales increased due to
increases in unit sales prices.

Costs and Expenses

         The ratio of cost of merchandise sold to sales of merchandise was 60%
in 2002, 59% in 2001, and 60% in 2000. Ending merchandise inventories decreased
from approximately $112,000 at March 31, 2001 to approximately $110,000 at March
31, 2002 mainly due to decreases in snowshoe inventory.

         Operating expenses increased by $11,000 or .5% in 2002 as compared to
2001. In addition, the ratio of operating costs to operating revenues increased
to 47% in 2002 from 44% in 2001. The major increases in expenses consisted of
$93,000 in labor, $53,000 in repairs & maintenance, $44,000 in advertising,
$36,000 in company vehicle/travel, $35,000 in insurance, $4,000 in commissions,
$2,000 in licenses and fees, $2,000 in telephone and $13,000 in various other
accounts. The above increases were partially offset by decreases of $130,000 in
operating supplies, $57,000 in snowmobile parts/gas, $18,000 in office supplies,
$17,000 in outside services/labor, $15,000 in postage & freight, $9,000 in
credit card fees, $8,000 in utilities, $6,000 in franchise fee, $5,000 in
equipment rental, $5,000 in property taxes, and $1,000 in printing. Many of the
increases resulted from the summer season being longer due to the closure of the
property due to wildfires in the summer of 2001. Increases in repairs and
maintenance and decreases in operating supplies were partially due to a change
coding of expenses. Snowmobile parts/gas decreased due to a decrease in
snowmobile rentals which include the first tank of gas. Insurance increased due
to continuing increases in health insurance costs and basic insurance coverage.

          Operating expenses decreased by $155,000 or 7% in 2001 as compared to
2000. In addition, the ratio of operating costs to operating revenues decreased
to 44% in 2001 from 45% in 2000. The
                                       11
<PAGE>
major decreases in expenses consisted of $111,000 in labor, $18,000 in
utilities, $12,000 in equipment rental, $14,000 in outside services, $19,000 in
telephone, $36,000 in Company vehicle/travel, $16,000 in printing, $3,000 in
property taxes, $6,000 in franchise fees and $7,000 in various other accounts.
The above decreases were partially offset by increases of $39,000 in operating
supplies, $4,000 in office supplies, $4,000 in repairs and maintenance, $14,000
in snowmobile parts and gas, $3,000 in credit card fees, $11,000 in postage and
freight, $3,000 in licenses and fees, and $9,000 in insurance. Labor, utilities,
outside services, and franchise fees all decreased due to the temporary closure
of the property during the summer due to wildfires. Telephone costs decreased
due to a change in the long distance carrier which resulted in lower per minute
charges. Snowmobile parts and gas increased due to the increased rentals which
include the first tank of gas. Insurance increased due to increases in health
insurance rates.

         General and administrative expenses decreased by $56,000 or 39% in 2002
as compared to 2001 primarily due to a decrease in legal fees as well as a
decrease (to zero) in fire related expenses. Decreases consisted of $39,000 in
legal and accounting fees, $12,000 in fire related expenses, and $6,000 in
travel and transportation. These decreases were offset by increases of $1,000 in
various expenses. Legal fees were higher in 2001 due to the legal issues
involved with the initial adoption by the NPS of the draft winter use plan.

         General and administrative expenses increased by $135,000 or 49% in
2001 as compared to 2000 primarily due to higher management fees and increased
legal fees due to the proposed elimination of winter snowmobiling. The increases
consisted of $49,000 in management fees, $5,000 in office supplies, $9,000 in
travel/transportation, $63,000 in legal and accounting fees, and $12,000 in fire
related expenses. These increases were offset by a decrease in postage and
freight of $2,000 and various other expenses of $1,000.

Inflation

         The Company expects that it will be able to offset increased costs and
expenses, principally labor, caused by inflation, by increasing prices on its
services with minimal effect on operations.

Liquidity and Capital Resources

         Working capital deficiency decreased to $1,138,000 at March 31, 2002
from $1,360,000 at March 31, 2001. Current assets decreased by $96,000 primarily
due to decreases in cash. Current liabilities decreased by $319,000 primarily
due to a reduction in notes payable under lines of credit and in trade accounts
payable. This also accounts for the reduction in cash at March 31, 2001 from the
prior year.

         Further, during fiscal 2002, the Company incurred costs of
approximately $405,000 related to certain construction projects. The Company may
incur additional costs of approximately $100,000 prior to December 31, 2002 to
complete the relocation of employee housing units as required under the NPS
contract.
                                       12
<PAGE>
         The Company intends to fund these improvements through existing cash
funds and cash generated from operations. Cash generated from operations was
$440,000, $884,000, and $706,000 for the fiscal years ended 2002, 2001 and 2000,
respectively. The construction funds will have to be obtained from outside
sources to the extent they exceed cash generated from operations. There is no
guarantee that the Company will be able to procure financing on favorable terms.

         During October 2001, the Company renewed a line of credit agreement
("Agreement") with an affiliated company expiring September 30, 2002, which
provides for collateralized borrowings of up to $1,500,000 at an interest rate
of prime plus .875 percent. Borrowings under the Agreement are collateralized by
the assets and improvements of Flagg Ranch. The Company has borrowed $585,000 on
this line of credit as of March 31, 2002. The terms of the Agreement contain,
among other provisions, requirements for maintaining minimum cash flows (as
defined in the Agreement) and place limitations on the Company's ability to make
loans. As of March 31, 2002, the Company was not in compliance with the minimum
cash flow requirement. On May 10, 2002, the Company received a waiver of
noncompliance for the year ended March 31, 2002.

         During October 2001, the Company renewed a line of credit agreement
with Jackson State Bank ("JSB Agreement"), which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent.
Borrowings under the JSB Agreement are collateralized by the assets and
improvements of Flagg Ranch. The Company has borrowed $175,000 on the JSB
Agreement as of March 31, 2002.

         During October 2001, the Company renewed an Agreement with an
affiliated company expiring September 30, 2002, which provides for
collateralized borrowings of up to $500,000 at an interest rate of prime plus
..875 percent. Borrowings under the Agreement are collateralized by the assets
and improvements of Flagg Ranch. The Company has borrowed $350,000 on this line
of credit as of March 31, 2002. The terms of the Agreement contain, among other
provisions, requirements for maintaining minimum cash flows (as defined in the
Agreement) and place limitations on the Company's ability to make loans. As of
March 31, 2002, the Company was not in compliance with the minimum cash flow
requirement. On May 10, 2002, the Company received a waiver of noncompliance for
the year ended March 31, 2002.

         For all related party debt expiring September 30, 2002, it is the
affiliated companies' intention to renew such debt on a yearly basis.

                                       13
<PAGE>
Item 7.      Financial Statements and Supplemental Data

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
International Leisure Hosts, Ltd.
Tempe, Arizona

We have audited the accompanying consolidated balance sheets of International
Leisure Hosts, Ltd. and subsidiary (the "Company") as of March 31, 2002 and
2001, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the three years in the period ended March 31, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 2002 and
2001, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

/S/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Phoenix, Arizona

May 15, 2002
                                       14
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          2002          2001
                                                                                       -----------   -----------
<S>                                                                                    <C>           <C>
ASSETS (Note 5)
CURRENT ASSETS:
    Cash and cash equivalents                                                          $    49,664   $   174,991
    Accounts receivable                                                                     26,402         1,338
    Prepaid income tax                                                                       1,000
    Merchandise inventories                                                                109,563       112,002
    Prepaid expenses and other                                                              26,751        18,754
                                                                                       -----------   -----------
        Total current assets                                                               213,380       307,085
                                                                                       -----------   -----------

PROPERTY AND EQUIPMENT (Note 3):
    Buildings and improvements                                                           7,030,870     6,258,425
    Equipment                                                                            1,983,380     2,010,789
    Leasehold improvements                                                                 325,600       325,600
    Construction in progress                                                               321,553       726,833
                                                                                       -----------   -----------
        Total property and equipment                                                     9,661,403     9,321,647
    Less accumulated depreciation and amortization                                       3,260,199     2,918,567
                                                                                       -----------   -----------
        Property and equipment - net                                                     6,401,204     6,403,080
                                                                                       -----------   -----------
TOTAL                                                                                  $ 6,614,584   $ 6,710,165
                                                                                       ===========   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable under lines of credit from related party  (Note 5)                    $   935,000   $   835,000
   Note payable under line of credit (Note 5)                                              175,000       422,420
    Accounts payable:
      Trade                                                                                 71,748       201,639
      Related party (Note 4)                                                                 5,000
    Income taxes payable                                                                                  24,454
    Accrued liabilities                                                                     42,982        44,750
    Advance deposits                                                                       118,743       139,012
                                                                                       -----------   -----------
        Total current liabilities                                                        1,348,473     1,667,275
DEFERRED INCOME TAXES (Note 2)                                                             177,421       156,076
                                                                                       -----------   -----------
        Total liabilities                                                                1,525,894     1,823,351
                                                                                       -----------   -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 5)
SHAREHOLDERS' EQUITY:
    Preferred stock, $5 par value - authorized 100,000 shares: none issued
    Common stock, $.01 par value - authorized 2,000,000 shares: 718,373 shares issued        7,184         7,184
    Additional paid-in capital                                                             656,426       656,426
    Retained earnings                                                                    4,504,042     4,302,166
                                                                                       -----------   -----------
                                                                                         5,167,652     4,965,776
    Less common stock in treasury - at cost, 23,966 shares                                 (78,962)      (78,962)
                                                                                       -----------   -----------
        Shareholders' equity - net                                                       5,088,690     4,886,814
                                                                                       -----------   -----------
TOTAL                                                                                  $ 6,614,584   $ 6,710,165
                                                                                       ===========   ===========
</TABLE>
See notes to consolidated financial statements

                                       15
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         2002        2001        2000
                                                      ----------  ----------  ----------
<S>                                                   <C>         <C>         <C>
REVENUES (Note 3):
 Sales of merchandise                                 $1,713,966  $1,769,628  $2,016,254
 Room, cabin and trailer space rentals                 1,514,396   1,428,073   1,748,613
 Snowmobile rentals                                      672,745     814,082     629,559
 Other rentals and income                                284,029     340,481     331,128
 Insurance proceeds                                       36,053     177,011
 Interest                                                  4,733       9,923      13,175
                                                      ----------  ----------  ----------
    Total revenues                                     4,225,922   4,539,198   4,738,729
                                                      ----------  ----------  ----------

COSTS AND EXPENSES:
 Cost of merchandise                                   1,035,011   1,052,514   1,217,105
 Operating (Note 3)                                    1,985,342   1,977,198   2,132,352
 General and administrative                               89,290     145,610      59,255
 General and administrative - related party (Note 4)     352,173     267,774     219,038
 Net loss on asset disposals (Note 4)                     48,465      25,399      55,849
 Depreciation and amortization                           371,248     360,916     454,555
 Interest:
         Related party (Notes 4 and 5)                    29,840      59,650      78,298
         Other                                            19,028      21,347
                                                      ----------  ----------  ----------
    Total costs and expenses                           3,930,397   3,910,408   4,216,452
                                                      ==========  ==========  ==========

INCOME BEFORE PROVISION FOR INCOME                       295,525     628,790     522,277
    TAXES

PROVISION FOR INCOME TAXES (Note 2)                       93,649     201,976     181,000
                                                      ----------  ----------  ----------
NET INCOME                                            $  201,876  $  426,814  $  341,277
                                                      ==========  ==========  ==========
NET INCOME PER COMMON SHARE - BASIC (Note 1)          $     0.29  $     0.61  $     0.49
                                                      ==========  ==========  ==========
</TABLE>
See notes to consolidated financial statements

                                       16
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                     Common Stock          Additional
                              -------------------------     Paid-in       Retained     Treasury
                                 Shares        Amount       Capital       Earnings       Stock
                              ----------     ----------    ----------    ----------    ----------
<S>                              <C>         <C>           <C>           <C>           <C>
BALANCE, APRIL 1, 1999           718,373     $    7,184    $  656,426    $3,534,075    ($  77,912)
  Purchase of common stock                                                                   (800)
  Net income                                                                341,277
                              ----------     ----------    ----------    ----------    ----------
BALANCE, MARCH 31, 2000          718,373          7,184       656,426     3,875,352       (78,712)
  Purchase of common stock                                                                   (250)
  Net income                                                                426,814
                              ----------     ----------    ----------    ----------    ----------
BALANCE, MARCH 31, 2001          718,373     $    7,184       656,426     4,302,166       (78,962)
  Net income                                                                201,876
                              ----------     ----------    ----------    ----------    ----------
BALANCE, MARCH 31, 2002          718,373     $    7,184    $  656,426    $4,504,042    ($  78,962)
                              ==========     ==========    ==========    ==========    ==========
</TABLE>
See notes to consolidated financial statements

                                       17
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2002, 2001, AND 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        2002          2001          2000
                                                     -----------   -----------   -----------
<S>                                                  <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $   201,876   $   426,814   $   341,277
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                      371,248       360,916       454,555
      Deferred income taxes                               21,345       (22,000)      (15,000)
      Net loss on asset disposals                         48,465        25,399        55,849
  Changes in assets and liabilities:
      Accounts receivable                                (25,064)      129,098      (120,582)
      Prepaid income taxes                                (1,000)
      Merchandise inventories                              2,439       (11,066)       (8,455)
      Prepaid expenses and other                          (7,997)       (1,289)        2,970
      Accounts payable - trade                          (129,891)       96,349        (4,949)
      Accounts payable - related party                     5,000       (70,563)       70,563
      Income taxes payable                               (24,454)      (35,397)      (57,833)
      Accrued liabilities                                 (1,768)       (4,621)        5,114
      Advance deposits                                   (20,269)      (10,139)      (17,691)
                                                     -----------   -----------   -----------
          Net cash provided by operating activities      439,930       883,501       705,818
                                                     -----------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of property and equipment               (469,272)     (913,884)     (916,114)
      Proceeds from sale of property and equipment        51,435       101,850       221,159
                                                     -----------   -----------   -----------
        Net cash used in investing activities           (417,837)     (812,034)     (694,955)
                                                     -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Common stock purchased for treasury                                 (250)         (800)
      Proceeds from line of credit                       100,000     1,007,420
      Payments on line of credit                        (247,420)   (1,210,000)
                                                     -----------   -----------   -----------
        Net cash used in financing activities           (147,420)     (202,830)         (800)
                                                     -----------   -----------   -----------
NET (DECREASE) INCREASE IN CASH AND CASH                (125,327)     (131,363)       10,063
EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR             174,991       306,354       296,291
                                                     -----------   -----------   -----------

CASH AND CASH EQUIVALENTS, END OF YEAR               $    49,664   $   174,991   $   306,354
                                                     ===========   ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION
    Cash paid for interest                           $    78,778   $    80,997   $   123,230
                                                     ===========   ===========   ===========
    Cash paid for income taxes                       $    95,000   $   202,500   $   259,000
                                                     ===========   ===========   ===========
</TABLE>
See notes to consolidated financial statements

                                       18
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------
1.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

         International Leisure Hosts, Ltd. (the "Company") operates in one
         reporting segment, the ownership and operation of Flagg Ranch Resort, a
         full-service resort motel and trailer park located in the John D.
         Rockefeller Jr. Memorial Parkway, approximately four miles north of
         Grand Teton National Park and two miles south of the southern entrance
         to Yellowstone National Park.

         Significant Accounting Policies - The Company prepares its financial
         statements in accordance with accounting principles generally accepted
         in the United States of America. A summary of significant accounting
         policies is as follows:

         a.       Basis of Consolidation - The consolidated financial statements
                  include the accounts of the Company and its subsidiary after
                  elimination of all significant intercompany transactions and
                  accounts.

         b.       Revenue Recognition - the Company recognizes lodging revenue
                  at the completion of a room night and for other ancillary
                  revenue as the services are provided.

         c.       Cash and cash equivalents - cash and cash equivalents
                  represent cash in banks, money market funds, and certificates
                  of deposit with initial maturities of three months or less.

         d.       Merchandise inventories are stated at the lower of aggregate
                  cost (first-in, first-out basis) or market.

         e.       Property and equipment are stated at cost. Depreciation is
                  computed by straight-line and accelerated methods over the
                  estimated useful lives, which range from 5 to 40 years.
                  Leasehold improvements are amortized using the straight-line
                  method over the lesser of the estimated useful life of the
                  related asset or the term of the lease.

                  The Company reviews the carrying values of its long-lived
                  assets and identifiable intangibles for possible impairment
                  whenever events or changes in circumstances indicate that the
                  carrying amount of assets to be held and used may not be
                  recoverable. For assets to be disposed of, the Company reports
                  long-lived assets and certain identifiable intangibles at the
                  lower of carrying amount or fair value less cost to sell.

                                       19
<PAGE>
         f.       Income taxes - Deferred income taxes have been provided for
                  the temporary differences between financial statement and
                  income tax reporting on certain transactions.

         g.       Use of Estimates - The preparation of financial statements in
                  conformity with accounting principles generally accepted in
                  the United States of America 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.

         h.       Net Income per Common Share - Basic net income per common
                  share is computed by dividing net income by the weighted
                  average number of common shares outstanding. The weighted
                  average number of common shares outstanding was 694,407,
                  694,407, and 694,492 for 2002, 2001 and 2000, respectively.
                  Diluted net income per share reflects potential dilution that
                  could occur from common shares issuable through stock options,
                  warrants or other convertible securities; however, the Company
                  has no dilutive securities.

         i.       Estimated Fair Value of Financial Instruments - The Company
                  has estimated the fair value of its financial instruments
                  using available market data. However, considerable judgment is
                  required in interpreting market data to develop estimates of
                  fair value. The use of different market assumptions or
                  methodologies may have a material effect on the estimates of
                  fair values. The carrying values of cash, receivables, lines
                  of credit, accounts payable, and accrued expenses approximate
                  fair values due to the short-term maturities or market rates
                  of interest.

         j.       New Accounting Pronouncement - Effective for fiscal years
                  beginning after December 15, 2001, Statement of Financial
                  Accounting Standards ("SFAS") No. 142, Goodwill and Other
                  Intangible Assets, supercedes APB Opinion No. 17, Intangible
                  Assets. Under SFAS No. 142, goodwill and intangible assets
                  that have indefinite useful lives will not be subject to
                  amortization, but rather will be tested annually for
                  impairment. Intangible assets that have finite useful lives
                  will continue to be amortized over their useful lives but
                  without the constraint of an arbitrary ceiling. The Company
                  does not believe this standard will have a material effect on
                  its financial statements.

                  In August 2001 the FASB issued SFAS No. 144, Accounting for
                  the Impairment or Disposal of Long-Lived Assets, which
                  supercedes SFAS No. 121, Accounting for the Impairment of
                  Long-Lived Assets and for Long-Lived Assets to be Disposed of
                  and amends APB Opinion No. 30, Reporting the Results of
                  Operations - Reporting the Effects of Disposal of a Segment of
                  a Business, and Extraordinary, Unusual and Infrequently
                  Occurring Events and Transactions. The new rules apply to the
                  classification and impairment analysis conducted on long-lived
                  assets other than
                                       20
<PAGE>
                  certain intangible assets, resolve existing conflicting
                  treatment on the impairment of long-lived assets and provide
                  implementation guidance regarding impairment calculations.
                  SFAS No. 144 also expands the scope to include all
                  distinguishable components of an entity that will be
                  eliminated from ongoing operations in a disposal transaction.
                  The Company has not completed the evaluation process but does
                  not believe this standard will have a material effect on its
                  financial statements.

2.       INCOME TAXES

         The provision for federal income taxes for the years ended March 31
         consists of the following:

                               2002              2001               2000
         Current          $  72,304         $ 223,976          $ 196,000
         Deferred            21,345           (22,000)           (15,000)
                          ---------         ---------          ---------

         Total            $  93,649         $ 201,976          $ 181,000
                          =========         =========          =========

         A reconciliation of the provision for income taxes and the amount that
         would be computed using statutory federal income tax rates on income
         before income taxes for the years ended March 31 is set forth below:

                                               2002          2001          2000
         Income taxes at federal rates    $ 100,479     $ 213,789     $ 177,574
         Other - net                         (6,830)      (11,813)        3,426
                                          ---------     ---------     ---------

         Provision for income taxes       $  93,649     $ 201,976     $ 181,000
                                          =========     =========     =========

         Deferred income taxes result from temporary differences on the
         recognition of certain revenue and expense items for tax and financial
         statement purposes, principally the gain on settlement of involuntary
         conversion in 1982, which resulted from fire damage, which resulted in
         a deferred tax liability of $194,990.

3.       COMMITMENTS AND CONTINGENCIES

         The Company receives its operating authorization from the National Park
         Service ("NPS"). The NPS Contract (the "Contract") which became
         effective on January 1, 1990, will expire on December 31, 2009. Under
         the terms of the Contract, prior to December 31, 2002, the

                                       21
<PAGE>
         Company is required to move its existing 54-unit riverside motel from
         its current location to the high ground above the Snake River, to
         provide for new employee housing and make certain other improvements.
         The Company has chosen to meet these requirements by moving the
         riverside motel and converting it into employee housing, plus building
         additional employee support facilities, which began in summer 1998,
         with expected completion in summer 2002. The remaining cost of this
         relocation is estimated to be approximately $100,000.

         The extensive capital investments which were required by the Company's
         current Contract, were made based on the Park providing road access in
         the winter and full winter services (i.e. snowmobile rentals) for the
         duration of the Contract. These services are necessary to allow the
         Company to recover its substantial investment and provide a reasonable
         opportunity to realize a profit consistent with the Contract and
         applicable law. The Company relied on the Park's representations to
         expend millions of dollars in facilities improvements. Precluding the
         Company from offering its full spectrum of winter activities would
         materially and fundamentally alter key contract features and
         substantially interfere with the Company's ability to recover its
         investments or realize planned profit.

         The Contract fee to the NPS is calculated at 2 percent of gross
         receipts (as defined), subject to review and possible adjustment every
         five years. For the years ended March 31, 2002, 2001 and 2000, this fee
         amounted to $78,300, $82,266, and $93,064, respectively, which has been
         recorded as operating expense. In fiscal year 2002 the company overpaid
         the franchise fee by $2,568. This overpayment is due to the company
         using estimated gasoline usage during certain months rather than actual
         usage which resulted in lower deductible gasoline taxes. This excess
         amount will be offset against future contract fee payments required by
         the NPS.

         Flagg Ranch faces competition from hotels, camping areas and trailer
         facilities in Yellowstone and Grand Teton National Parks, as well as
         from a large number of hotels and motels in Wyoming, Montana and Idaho,
         offering some facilities which are similar to those offered by Flagg
         Ranch. In addition, the business of Flagg Ranch is susceptible to
         weather conditions and unfavorable trends in the economy as a whole.
         Business could be significantly affected depending upon actions which
         might be taken by the NPS if cutbacks are made to their budget. If the
         NPS decides to close Yellowstone National Park for the winter months,
         then Flagg Ranch would have to discontinue its winter operations. NPS
         budget cutbacks could also negatively impact the length of the summer
         season and the number of visitors to the Parks and have a corresponding
         negative impact on Flagg Ranch revenues.

         On May 20, 1997, the Fund for Animals, Biodiversity Legal Foundation
         et. al. filed a lawsuit against the NPS challenging the action of the
         NPS regarding winter use of Yellowstone and Grand Teton National Parks.
         The plaintiffs asked the Federal Court to stop winter activities,
         primarily snowmobiling and related snow grooming, until environmental
         impacts are documented. A settlement agreement was reached that
         required the NPS to prepare an

                                       22
<PAGE>
         environmental impact statement ("EIS") during which time period the
         Parks continued activities under the then existing winter visitor-use
         plan.

         Upon completion of the EIS, the NPS prepared a draft winter-use plan
         with several alternatives. The NPS initially adopted the draft
         winter-use plan which eliminates snowmobiling from the Park with a
         phase-in period of three years during which time the winter
         snowmobiling operation may be continued.

         Per the settlement of a lawsuit that was filed by snowmobile
         manufacturers and various other organizations to overturn the NPS's
         decision, the NPS has agreed to reopen its decision- making process
         regarding the use of snowmobiles in Yellowstone and surrounding Parks.
         Under the settlement, the Park Service has committed to reexamine its
         closure in light of new, environmentally friendly snowmobile technology
         and other information provided by the public. While the Company is
         optimistic regarding this settlement, until such time as there is a
         change in the current winter-use plan, the winter snowmobiling
         operation will discontinue operations after the 2002-2003 winter
         season. This will have a significant negative impact on the revenues
         and financial results of the Company. During fiscal 2002, winter
         operations accounted for approximately 33 percent of total revenues.

         Proprietary rights to certain facility improvements constructed by the
         Company (including the new lodge and new cabin units) have been granted
         to the Company under the terms of the Contract; however, the NPS may
         terminate the Contract and purchase the Company's improvements, upon a
         determination that the public interest requires Federal Government
         ownership of the improvements. In such event, the Federal Government is
         required to pay a price for said improvements equal to the cost of
         reconstruction less depreciation. If, however the Contract is
         terminated by the Federal Government for default by the Company for
         unsatisfactory performance as defined in the Contract, then the Federal
         Government is required to pay a price equal to the tax basis of the
         improvements. At the end of the Contract, if the Company is not the
         successful bidder on a new contract for the property, then the Federal
         Government is required to purchase from the Company the improvements
         (including the new lodge and new cabin units) made to the property at a
         price equal to the cost of reconstruction less depreciation.

         The Department of Labor ("DOL") has notified the Company, on behalf of
         current and past employees, that additional overtime is due for the
         period beginning November 1, 1997. Currently the Company pays overtime
         for any hours in excess of 48 during a one week period. The Company, as
         well as other Park concessioners in the area, have operated under an
         exemption that exists in the Fair Labor Standards Act. The DOL has
         claimed that this exemption does not apply due to conflicting language
         in the Contract Work Hours Safety Standard Act which requires overtime
         to be paid to laborers and mechanics working on a government contract
         after 40 hours worked during a week. If the DOL prevails, the estimate
         of the additional expense to the Company ranges from $40,000 to
         $60,000. While there is no guarantee, the Company believes it will not
         be subject to the additional overtime payments.

                                       23
<PAGE>
         During the Company's 2000 summer season, Yellowstone National Park and
         the surrounding areas were evacuated due to fire danger, causing a
         disruption to the Company's business. The Company filed a claim under
         its business interruption policy but is still in negotiations for the
         final payment. Total proceeds received as of March 31, 2002 were
         $213,000.

4.       TRANSACTIONS WITH RELATED PARTIES

         General and administrative - related party expenses for the years ended
         March 31, 2002, 2001 and 2000 represent management fees and
         administrative expenses paid to related parties and totaled $327,173,
         $267,774, and $219,038, respectively. Related parties during the years
         ended March 31, 2002, 2001 and 2000 are owned by the Company's current
         majority owner, Robert Walker, or family members. Related parties
         during the years ended March 31, 2002, 2001 and 2000 also include a
         company owned by the Company's current President, Michael P. Perikly.

         For the years ended March 31 2002, 2001 and 2000, the Company made
         payments to PNI Inc., Walker Consulting, Inc., and/or RLW & BJW
         Enterprises, L.L.C., companies owned by the Company's current majority
         owner, Robert L. Walker, for management services of $254,173, $185,149
         and $162,263, respectively.

         For the years ended March 31 2002, 2001 and 2000, the Company made
         payments to KCH Enterprises, Inc., a company owned by the Company's
         current President, Michael P. Perikly, for management services of
         $73,000, $82,625 and $56,775, respectively.

         The Company incurred borrowings under line of credit agreements with
         related parties (Note 5). Interest incurred for the years ended March
         31, 2002, 2001 and 2000 was $59,750, $112,115, and $123,230,
         respectively. For fiscal years 2002, 2001 and 2000, the Company
         capitalized $29,910, $52,465, and $44,932 of interest, respectively.

         At March 31, 2002, the Company recorded payables of $5,000 to related
         parties for certain operating expenses paid by the related parties on
         behalf of the Company.

         During the years ended March 31, 2002, 2001 and 2000, the Company paid
         $15,000, $30,375, and $31,225, respectively, to KCH Enterprises, Inc.,
         a company owned by the Company's current President, Michael P. Perikly,
         for construction costs related to the new employee housing and other
         facility improvements.

         During the year ended March 31, 2000, the Company paid $30,000 to PNI,
         Inc., a company owned by the Company's current majority owner, Robert
         L. Walker, for construction costs related to the new employee housing
         and other facility improvements

         During the year ended March 31, 2002, the Company paid $25,000 to RLW &
         BJW Enterprises, L.L.C., a company owned by the Company's current
         majority owner, Robert L. Walker, for building rent.

                                       24
<PAGE>
5.       NOTES PAYABLE UNDER LINES OF CREDIT

         The Company has a line of credit agreement ("Agreement") with an
         affiliated company expiring September 30, 2002, which provides for
         collateralized borrowings of up to $1,500,000 at an interest rate of
         prime plus .875 percent. Borrowings under the Agreement are
         collateralized by the assets and improvements of Flagg Ranch. The
         Company has borrowed $585,000 on this line of credit as of March 31,
         2002. The terms of the Agreement contain, among other provisions,
         requirements for maintaining minimum cash flows (as defined in the
         Agreement) and place limitations on the Company's ability to make
         loans. As of March 31, 2002, the Company was not in compliance with the
         minimum cash flow requirement. On May 10, 2002, the Company received a
         waiver of noncompliance for the year ended March 31, 2002.

         The Company has a line of credit agreement with Jackson State Bank
         ("JSB Agreement") expiring September 12, 2002, which provides for
         collateralized borrowings of up to $500,000 at an interest rate of
         prime plus .875 percent. Borrowings under the JSB Agreement are
         collateralized by the assets and improvements of Flagg Ranch. The
         Company has borrowed $175,000 on the JSB Agreement as of March 31,
         2002.

         The Company has an Agreement with an affiliated company expiring
         September 30, 2002, which provides for collateralized borrowings of up
         to $500,000 at an interest rate of prime plus .875 percent. Borrowings
         under the Agreement are collateralized by the assets and improvements
         of Flagg Ranch. The Company has borrowed $350,000 on this line of
         credit as of March 31, 2002. The terms of the Agreement contain, among
         other provisions, requirements for maintaining minimum cash flows (as
         defined in the Agreement) and place limitations on the Company's
         ability to make loans. As of March 31, 2002, the Company was not in
         compliance with the minimum cash flow requirement. On May 10, 2002, the
         Company received a waiver of noncompliance for the year ended March 31,
         2002.
                                       25
<PAGE>
Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosures

                  None

                                                     PART III

Item 9.  Directors and Executive Officers of the Registrant
                                                                  TERM AS
         NAME                 AGE     POSITIONS WITH COMPANY      DIRECTOR

         Robert L. Walker     68      Chairman and CEO/Director  12/97 - Present
         A. Clarene Law       68      Director                    6/92 - Present
         Bonnie J. Walker     66      Director                    4/99 - Present
         William S. Levine    64      Director                    4/99 - Present
         Victor W. Riches     51      Director                    4/99 - Present
         Michael P. Perikly   50      President                   4/99 - Present
         Thomas J. Kase       57      Secretary/Treasurer         4/99 - Present

         Robert L. Walker was elected Chairman and C.E.O. on April 23, 1999 and
was elected to the Board of Directors in December, 1997. He also served as
President from September 30, 1997 to April 22, 1999. Mr. Walker has been an
executive with numerous companies over the last 35 years. From 1976 to the
present, he has been President of PNI, Inc., a privately owned investment
company. From 1989 to 1994, he was President and Chairman of Turf Paradise,
Inc., an Arizona based, publicly traded company that owns and operates a
thoroughbred horse racing facility conducting pari-mutuel wagering.

         A. Clarene Law was elected to the Board of Directors on September 11,
1992. She is the owner and Chief Executive Officer of Elk Country Motels which
operates four motel properties aggregating 270 rooms in Jackson, Wyoming. Mrs.
Law has over 35 years experience in the hospitality industry.

         Bonnie J. Walker was elected to the Board of Directors on April 23,
1999. She has served on numerous boards and committees of various charitable
organizations and since late 1997 has been associated with the Company in
various capacities.

         William S. Levine was elected to the Board of Directors on April 23,
1999. He has been the Chairman and C.E.O. of Outdoor Systems, Inc., a national
billboard company that recently merged with the National Broadcasting Company.
Additionally he has served on various boards of directors of both private and
public companies.

         Victor W. Riches was elected to the Board of Directors on April 23,
1999. He graduated from the Arizona State University College of Law (Magna Cum
Laude) in 1975. He has served on numerous Boards, committees and held offices of
both charitable and non-charitable organizations,

                                       26
<PAGE>
including: Turf Paradise, Inc.; Arizona Center for the Handicapped; Bethany
Ranch Home; YMCA of Metropolitan Phoenix; as well as many others. Mr. Riches has
published numerous articles in a variety of trade magazines. He currently is a
real estate developer in Arizona, Nevada and California.

         Michael P. Perikly, CPA, was elected President of the Company on April
23, 1999. Prior to that he served as Treasurer and Chief Financial Officer of
the Company from September 30, 1997 to April 22, 1999. He also served on the
Board of Directors from December, 1997 until April, 1999. From 1990 to the
present, he has been Chief Financial Officer of PNI, Inc., a privately owned
investment company. From 1989 to 1994, Mr. Perikly was the Chief Financial
Officer, Secretary and Treasurer of Turf Paradise, Inc.

Item 10.       Executive Compensation

SUMMARY COMPENSATION TABLE

             (A)                      (B)             (C)
Name and principal
Position                            Year             Salary
-------------------------           ----             --------
Michael P. Perikly                  2002             $100,000
President                           2001             $125,000
                                    2000             $100,000

Robert L. Walker                    2002             $150,000
Chief Executive Officer

All executive officers
as a group (three)                  2002             $250,000
           (three)                  2001             $125,000
           (three)                  2000             $100,000

All executive officers as a group received cash compensation for services
rendered to the Company over the three years which was paid pursuant to the
management contracts described under the heading "Item 12 Certain Relationships
and Related Transactions."

There are no compensation arrangements for directors.

Item 11.     Security Ownership of Certain Beneficial Owners and Management

         The following table indicates as of May 15, 2002, the common stock of
the Registrant owned beneficially by each director, by all directors and
executive officers as a group and by each person who is known by the Registrant
to own beneficially more than 5% of the outstanding common stock.

                                       27
<PAGE>
Name and Address                            Common Stock            Percent Held
--------------------------------------      ------------            ------------
Robert L. Walker                               367,569                  52.9%
Director and C.E.O.
3207 S. Hardy Drive
Tempe, Arizona 85282

A. Clarene Law                                   3,000                     *
Director
1702 E. Highland Ave., #312
Phoenix, Arizona 85016

Michael P. Perikly                               2,500                     *
President
3207 S. Hardy Drive
Tempe, Arizona 85282

William S. Levine                              124,233 (A)              17.9%
Director
Levine Investments Limited Partnership
2525 E. Camelback Rd., Suite #275
Phoenix, Arizona 85016


Krist A. Jake                                   73,800 (B)              10.6%
P.O. Box 640219
San Francisco, California 94164

Bar-B-Bar Corporation                           37,307 (C)               5.4%
Max C. Chapman, Jr.
P.O. Box 194
Scarborough, New York 10510

All Executive Officers and                     497,302                  71.6%
Directors as a group (4 persons)

         *Less than 1%

(A)      Based on Schedule 13G filed with the Securities and Exchange Commission
         on March 12, 1998 by William S. Levine and Levine Investments Limited
         Partnership.

(B)      Based on Schedule 13D filed with the Securities and Exchange Commission
         on June 7, 1997 by Krist A. Jake.

(C)      Based on Schedule 13D filed with the Securities and Exchange Commission
         on December 6, 1991 by Bar-B-Bar Corporation and Max C. Chapman, Jr.

                                       28
<PAGE>
Item 12. Certain Relationships and Related Transactions

         General and administrative - related party expenses for the years ended
March 31, 2002, 2001 and 2000 represent management fees and administrative
expenses paid to related parties and totaled $327,173, $267,774, and $219,038,
respectively. Related parties during the years ended March 31, 2002, 2001 and
2000 are owned by the Company's current majority owner, Robert Walker, or family
members. Related parties during the years ended March 31, 2002, 2001 and 2000
also include a company owned by the Company's current President, Michael P.
Perikly.

         For the years ended March 31 2002, 2001 and 2000, the Company made
payments to PNI Inc., Walker Consulting, Inc., and/or RLW & BJW Enterprises,
L.L.C., companies owned by the Company's current majority owner, Robert L.
Walker, for management services of $254,173, $185,149 and $162,263,
respectively.

         For the years ended March 31 2002, 2001 and 2000, the Company made
payments to KCH Enterprises, Inc., a company owned by the Company's current
President, Michael P. Perikly, for management services of $73,000, $82,625 and
$56,775, respectively

         The Company has a line of credit agreement ("Agreement") with an
affiliated company expiring September 30, 2002, which provides for
collateralized borrowings of up to $1,500,000 at an interest rate of prime plus
..875 percent. Borrowings under the Agreement are collateralized by the assets
and improvements of Flagg Ranch. The Company has borrowed $585,000 on this line
of credit as of March 31, 2002. The terms of the Agreement contain, among other
provisions, requirements for maintaining minimum cash flows (as defined in the
Agreement) and place limitations on the Company's ability to make loans. As of
March 31, 2002, the Company was not in compliance with the minimum cash flow
requirement. On May 10, 2002, the Company received a waiver of noncompliance for
the year ended March 31, 2002.

         The Company has an Agreement with an affiliated company expiring
September 30, 2002, which provides for collateralized borrowings of up to
$500,000 at an interest rate of prime plus .875 percent. Borrowings under the
Agreement are collateralized by the assets and improvements of Flagg Ranch. The
Company has borrowed $350,000 on this line of credit as of March 31, 2002. The
terms of the Agreement contain, among other provisions, requirements for
maintaining minimum cash flows (as defined in the Agreement) and place
limitations on the Company's ability to make loans. As of March 31, 2002, the
Company was not in compliance with the minimum cash flow requirement. On May 10,
2002, the Company received a waiver of noncompliance for the year ended March
31, 2002.

         The Company incurred borrowings under the above line of credit
agreements with related parties. Interest incurred for the years ended March 31,
2002, 2001 and 2000 was $59,750, $112,115, and $123,230, respectively. For
fiscal years 2002, 2001 and 200, the Company capitalized $29,910, $52,465, and
$44,932 of interest, respectively.
                                       29
<PAGE>
         At March 31, 2002 the Company recorded payables of $5,000 to related
parties for certain operating expenses paid by the related parties on behalf of
the Company.

         During the years ended March 31, 2002, 2001 and 2000, the Company paid
$15,000, $30,375, and $31,225, respectively, to KCH Enterprises, Inc., a company
owned by the Company's current President, Michael P. Perikly, for construction
costs related to the new employee housing and other facility improvements.

         During the year ended March 31, 2000, the Company paid $30,000 to PNI,
Inc., a company owned by the Company's current majority owner, Robert L. Walker,
for construction costs related to the new employee housing and other facility
improvements

         During the year ended March 31, 2002, the Company paid $25,000 to RLW &
BJW Enterprises, L.L.C., a company owned by the Company's current majority
owner, Robert L. Walker, for building rent.

PART IV

Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a)      1.  Financial Statements                                          Page

The following consolidated financial statements of International Leisure Hosts,
Ltd. and Subsidiary are included in Part II, Item 7:

             Independent Auditors' Report                                  14

             Consolidated Balance Sheets - March 31, 2002
             and 2001                                                      15

             Consolidated Statements of Income - years ended
             March 31, 2002, 2001 and 2000                                 16

             Consolidated Statements of  Shareholders' Equity -
             years ended March 31, 2002, 2001 and 2000                     17

             Consolidated Statements of Cash Flows-
             years ended March 31, 2002, 2001 and 2000                     18

             Notes to consolidated financial statements                    19

         3.  The following exhibits are incorporated by reference as indicated:
         3.1 By-Laws-Adopted June 22, 1992

                                       30
<PAGE>
                  Filed with  Form 10-K dated March 31, 1992

         3.2      Articles of Incorporation-filed with Form 10-K dated March 31,
                  1986, pages 32-41

         10.1     United States Department of the Interior National Park Service
                  Contract-filed with Form 10-Q dated December 31, 1989

         10.2     Pacific West Construction Contract for new lodge building
                  filed with Form 10-KSB dated March 31, 1994

         10.3     Pacific West Construction Contract for 50 new lodging units
                  filed with Form 10-QSB dated June 30, 1994

         10.4     Pacific West Construction contract for 42 new lodging units
                  filed with Form 10-QSB dated September 30, 1995

         22.      Subsidiaries of Registrant: incorporated by reference from the
                  Registrant's report on Form 10-KSB dated March 31, 1994

         (b)      None.

All other schedules and exhibits for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and, therefore, have been
omitted.

SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                      International Leisure Hosts, Ltd.
                                      ---------------------------------


                                      /s/ Michael P. Perikly
                                      ------------------------------------------
                                      Michael P. Perikly, President
                                      Date: 6/19/02

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 date indicated.

/s/ Michael P. Perikly                                /s/ Thomas J. Kase
-----------------------                              ---------------------------
Michael P. Perikly                                   Thomas J. Kase
President                                            Treasurer
Date: 6/19/02                                        Date:   6/19/02

                                       31