UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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, 2000

                           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, including 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)

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. $4,738,729

As of June 26, 2000,  there were 694,457 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 $598,000.
<PAGE>
                                                                            Page
                                                                            ----
                                     PART I
Item 1.   Business                                                            3
Item 2.   Properties                                                          5
Item 3.   Legal Proceedings                                                   6
Item 4.   Submission of Matters to a Vote of Security Holders                 7

                                     PART II

Item 5.   Market for the Registrant's Common Stock and Related
          Security Holder Matters                                             7
Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                 8
Item 7.   Financial Statements and Supplemental Data                         12
Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                                23

                                    PART III

Item 9.   Directors and Executive Officers of the Registrant                 23
Item 10.  Executive Compensation                                             24
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management                                                         25
Item 12.  Certain Relationships and Related Transactions                     26

                                     PART IV

Item 13.  Exhibits (including Exhibit Index), Financial Statements,
            Schedules and Reports on Form 8-K                                27

                                       2
<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  2000,  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 15th through October 15th 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 72% and  73%,  respectively,  of  Flagg's  fiscal  2000  and 1999
operating revenues.

                                       3
<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 28% and 27%,  respectively,  of  Flagg's  fiscal  2000  and  1999  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 2000,  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 2000,  the fee was calculated at 2% of
the Company's gross receipts (as defined in the Contract).

     Flagg faces competition from hotels,  camping areas and trailer  facilities
in  Yellowstone  and in Grand Teton 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. In addition,  the business of Flagg is susceptible to
weather conditions and unfavorable trends in the economy as a whole.

     Business could be significantly  affected negatively depending upon actions
which might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close  Yellowstone  for the winter  months,  then Flagg 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 revenues.

                                       4
<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 Park 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  has  indicated  that  the  alternative  which
eliminates  snowmobiling from the Park is the preferred  alternative.  They have
also  indicated  that once the  winter-use  plan is  adopted,  there  would be a
phase-in  period of up to two years  during  which time the winter  snowmobiling
operation  could be  continued.  It is currently  anticipated  that the NPS will
adopt a final winter-use plan around October of 2000.

     If the NPS goes  forward  with its  plans to  eliminate  snowmobiling  from
Yellowstone National Park, then Flagg Ranch would have to suspend or discontinue
winter operations  completely.  This would have a significant negative impact on
the revenues and financial results of the Company.

     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.

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

                                       5
<PAGE>
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 1999,  the  Company  incurred  costs of  approximately
$800,000 to begin moving its employee  housing from its current  location to the
high  ground  above the river.  During  fiscal year 2000,  the Company  incurred
additional  costs of  approximately  $625,000  related  to this  move.  With the
completion of the 42 new cabin units in December  1998,  the Company had a total
of 146 lodging units consisting of 92 cabin units and a 54-unit  riverside motel
complex available during the majority of fiscal year 1998. The 54-unit riverside
motel,  which was  converted  to  employee  housing in  December  1998,  was not
available  for guest  lodging  during fiscal year 1999 or 2000 and the number of
lodging units available for rent was 92.

     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 between  $250,000  and  $500,000  depending  on the  extent of  additional
improvements required by the NPS.

     On a temporary basis, during the summer of 1997,  twenty-five  recreational
vehicle  sites and one tent site were not  available  for rental to the  public.
These sites were utilized by construction workers during the construction period
and by  employees  until  the  new  employee  recreational  vehicle  sites  were
completed.  This  reduced the  campground  facility  from 97 to 72  recreational
vehicle  sites  and  from 74 to 73 tent  sites,  and  thus  negatively  impacted
campground revenues during fiscal year 1998.

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 $30,000 to $50,000.  While
there is no  guarantee,  the  Company  believes  it will not be  subject  to the
additional overtime payments.

     There are no other material legal proceedings against International Leisure
Hosts, Ltd.

                                       6
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

                                     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 1999 and 2000.

                                                    Bid
                                            ------------------
         Quarter Ended                      High          Low
         -------------                      ----          ---
         June 30, 1998                      6 1/4        5 7/8
         September 30, 1998                 5 3/4        5 1/2
         December 31, 1998                  4 3/4        4 1/4
         March 31, 1999                     5 3/4        5 1/2
         June 30, 1999                      5 1/4        4 3/4
         September 30, 1999                 5            4
         December 31, 1999                  5            5
         March 31, 2000                     5            4 1/4

     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, 2000,  there were 694,457  shares of  outstanding
common stock and an estimated 600 shareholders of record.

     The level of trading during fiscal year 2000 was approximately 2,200 shares
the first  quarter,  200  shares  the  second  quarter,  1,800  shares the third
quarter,  and 15,800  shares the fourth  quarter  ended March 31, 2000.  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.

                                       7
<PAGE>
SELECTED FINANCIAL DATA

     The selected  financial data for each of the five years in the period ended
March  31,  2000  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.


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

                                      2000     1999     1998     1997     1996
                                      ----     ----     ----     ----     ----
Total Revenues                       $4,739   $4,218   $4,631   $4,094   $3,976
Net Income (Loss)                       341      292      156     (113)     199
Net Income (Loss) Per Share-Basic       .49      .42      .23     (.16)     .29
Total Assets                          6,533    6,212    5,393    5,363    4,266
Long-Term Obligations                     0        0        0      446        0
Shareholders' Equity                  4,460    4,120    3,828    3,672    3,785
Book Value Per Share                   6.42     5.93     5.51     5.29     5.45


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The Company's  net income was  $341,000,  $.49 per share for the year ended
March 31, 2000. This compares to net income of $292,000, $.42 per share, in 1999
and net  income  of  $156,000,  $.23 per  share,  in 1998.  The  primary  factor
contributing  to the  $49,000  increase  in 2000 net income was an  increase  in
occupancy due to higher Park  attendance for the year.  Changes in the Company's
revenues and expenses for the fiscal years 2000 and 1999 are  summarized  below.
All references to years represent fiscal years ended March 31.

     Total  revenues for 2000  increased  by $520,000 or 12% over 1999.  Of this
increase,  $63,000 was from lodging,  $91,000 from RV/tent rental,  $48,000 from
food  service,  $45,000 in gift shop  sales,  $51,000 in  grocery  store  sales,
$55,000 in gasoline sales,  $18,000 from float trip revenue,  $30,000 from trail
ride revenue,  $82,000 from snowmobile revenue,  $26,000 from snowcoach revenue,

                                        8
<PAGE>
$4,000 from transportation  revenue,  and $10,000 in interest income. A decrease
of $3,000 in other  revenue  offset these  increases.  The  increased  occupancy
levels and number of guests  contributed to the increases in food service,  gift
shop, grocery store/gasoline sales and activity rentals. In addition,  increases
in gasoline prices also contributed to the increase in gasoline sales.

     Total  revenues  for 1999  decreased  by $413,000 or 9% over 1998.  Of this
decrease,  $237,000 was from lodging,  $108,000 from food service,  $40,000 from
float trip revenue,  $33,000 from trail ride revenue,  $123,000 from  snowmobile
revenue,  $3,000  from  transportation  revenue  and $1,000  from  miscellaneous
revenue.  Increases  of $22,000 in RV/tent  rental,  $55,000 in gift shop sales,
$38,000  in  grocery  store  sales,  $10,000  in  gasoline  sales and  $7,000 in
snowcoach revenue partially offset the above decreases.  The decrease in lodging
revenue is mainly  attributable  to the decrease in total number of rental units
available during the summer season from 146 in fiscal 1998 to 92 in fiscal 1999.
The  decreased  number of guests  contributed  to the decreases in food service,
trail ride and float trip  revenue.  Increases  in gift shop and  grocery  store
revenue is mainly  attributable to increased shelf space and better  merchandise
display in both areas as well as less  employee  turnover and more  attention to
the  merchandise  mix.  Increases in RV/tent rental as well as gasoline sales is
attributed to a higher number of campsites available during the summer.

     While lodging revenue for the 1999 winter season was essentially  unchanged
from 1998,  the number of  snowmobile  rentals  decreased  from 4,622 in 1998 to
3,868  in  1999.  Some  of the  decrease  can be  explained  by the  closure  of
Yellowstone Park for several days during the normally very busy Christmas to New
Year's time  period.  The balance of the  decrease is  attributed  to  increased
competition  from the Jackson  Hole  snowmobile  rental  companies  as well as a
decrease in the overall number of winter visitors due to Delta Airlines decision
to discontinue full size jet service to Jackson Hole.

COSTS AND EXPENSES

     The ratio of cost of merchandise  sold to sales of  merchandise  was 60% in
2000, 60% in 1999, and 59% in 1998.  Ending  merchandise  inventories  increased
from approximately $92,000 at March 31, 1999 to approximately  $101,000 at March
31, 2000 mainly due to an increase in the gift shop inventory.

     Operating expenses increased by $153,000 or 8% in 2000 as compared to 1999;
however,  the ratio of operating costs to operating revenues decreased to 45% in
2000 from 47% in 1999. The major  increases in expenses  consisted of $21,000 in
labor,  $19,000 in  utilities,  $36,000 in snowmobile  parts and gas,  $3,000 in
Company vehicle/travel, $32,000 in outside services, $7,000 in printing, $11,000
in credit  card costs,  $43,000 in  insurance,  $13,000 in  franchise  fee,  and
$17,000 in miscellaneous. The above increases were partially offset by decreases
of $32,000 in operating  supplies,  $8,000 in telephone,  and $9,000 in licenses
and fees.  The  increase in  insurance  costs was the result of  implementing  a
health insurance plan for year round employees.  Outside services  increased due
to the increased revenue from the horse and float  activities.  Snowmobile parts

                                        9
<PAGE>
and gas increased due to half of the snowmobile  fleet being out of warranty and
due to the increased rentals which include the first tank of gas.

     Operating  expenses  decreased  by  $545,000  or 22% in 1999 as compared to
1998. In addition,  the ratio of operating costs to operating revenues decreased
to 47% in 1999 from 55% in 1998.  The major  decreases  consisted of $363,000 in
labor, $20,000 in utilities,  $6,000 in office supplies,  $82,000 in repairs and
maintenance,  $26,000 in equipment rental, $107,000 in outside services, $12,000
in commissions, $9,000 in franchise fee, and $25,000 in miscellaneous. The above
decreases  were partially  offset by increases of $8,000 in operating  supplies,
$7,000  in  snowmobile  parts  and  gas,  $31,000  in  advertising,  $22,000  in
telephone,  $6,000 in travel,  $3,000 in printing,  $9,000 in credit card costs,
$3,000 in postage  and  freight,  $14,000 in  licenses  and fees,  and $2,000 in
insurance.  The  labor  cost  decrease  was  primarily  due  to  elimination  of
guaranteed  bonus/severance  agreements  as well as an overall  reduction in the
size of the labor  force.  Outside  services  decreased  due to the  trail  ride
operation  being handled  in-house as well as an overall  reduction in float and
trail ride revenue.

     General and administrative  expenses increased by $66,000 or 31% in 2000 as
compared to 1999. The increases  consisted of $63,000 in management fees, $2,000
in postage and freight, $1,000 in travel/transportation  and $3,000 in legal and
accounting fees. These increases were offset by a decrease in office expenses of
$3,000.

     General and administrative  expenses decreased by $48,000 or 18% in 1999 as
compared to 1998. The decrease  consisted  primarily of reductions in travel and
transportation of $24,000,  legal and accounting of $26,000, and management fees
of  $4,000.  These  reductions  were  partially  offset by  increases  in office
supplies of $6,000.

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 increased to a negative $1,339,000 at March 31, 2000 from a
negative  $1,481,000  at March 31, 1999.  Current  assets  increased by $138,000
primarily due to an increase in accounts  receivable of $121,000 due to the sale
of snowmobiles at the end of the year for $119,000. Current liabilities at March
31, 2000 of $1,894,000 were comparable to current  liabilities at March 31, 1999
of $1,899,000.

     Further,  during fiscal 2000, the Company  incurred costs of  approximately
$625,000  related  to  certain  construction  projects.  The  Company  may incur
additional  costs of between $250,000 and $500,000 prior to December 31, 2001 to
complete the  relocation  of employee  housing  units as required  under the NPS
contract.

                                       10
<PAGE>
     The Company intends to fund these improvements  through existing cash funds
and cash generated from operations. Cash generated from operations was $706,000,
$964,000,  and  $432,000  for the  fiscal  years  ended  2000,  1999  and  1998,
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  1999,  the  Company  renewed  a line of  credit  agreement
("Agreement")  with an affiliated  company  expiring  September 30, 2000,  which
provides for  collateralized  borrowings of up to $1,500,000 at an interest rate
of prime plus .5 percent.  Borrowings under the Agreement are  collateralized by
the assets and improvements of Flagg Ranch. The Company has borrowed  $1,460,000
on this line of credit as of March 31, 2000. The terms of the Agreement contain,
among other  provisions,  requirements  for  maintaining  minimum cash flows (as
defined in the  Agreement) and places  limitations  on the Company's  ability to
make loans.  As of March 31, 2000,  the Company was not in  compliance  with the
minimum cash flow  requirement.  On June 22, 2000, the Company received a waiver
of noncompliance for the year ended March 31, 2000.

                                       11
<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, 2000 and
1999, and the related consolidated  statements of income,  shareholders' equity,
and cash flows for each of the three years in the period  ended March 31,  2000.
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, 2000 and
1999, and the results of its operations and its cash flows for each of the three
years  in the  period  ended  March  31,  2000  in  conformity  with  accounting
principles generally accepted in the United States of America.


/s/ Deloitte & Touche LLP


DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 26, 2000

                                       12
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                2000                1999
                                                             -----------         -----------
<S>                                                          <C>                 <C>
ASSETS (Note 5)
CURRENT ASSETS:
  Cash and cash equivalents                                  $   306,354         $   296,291
  Accounts receivable                                            130,436               9,854
  Merchandise inventories                                        100,936              92,481
  Prepaid expenses and other                                      17,466              18,936
                                                             -----------         -----------
      Total current assets                                       555,192             417,562
                                                             -----------         -----------
PROPERTY AND EQUIPMENT (Notes 3 and 5):
  Buildings and improvements                                   6,248,824           5,421,138
  Equipment                                                    1,701,557           1,815,620
  Leasehold improvements                                         325,600             325,600
  Construction in progress                                       294,176             446,206
                                                             -----------         -----------
      Total property and equipment                             8,570,157           8,008,564
  Less accumulated depreciation and amortization               2,592,796           2,215,754
                                                             -----------         -----------
      Property and equipment - net                             5,977,361           5,792,810
                                                             -----------         -----------
DEPOSITS                                                                               1,500
                                                             -----------         -----------
TOTAL                                                        $ 6,532,553         $ 6,211,872
                                                             ===========         ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Note payable under line of credit from related
   party (Note 5)                                            $ 1,460,000         $ 1,460,000
   Accounts payable:
    Trade                                                        105,291             110,240
    Related party (Note 4)                                        70,563
   Income taxes payable                                           59,851             117,684
   Accrued liabilities                                            49,371              44,257
   Advance deposits                                              149,151             166,842
                                                             -----------         -----------
      Total current liabilities                                1,894,227           1,899,023
DEFERRED INCOME TAXES (Note 2)                                   178,076             193,076
                                                             -----------         -----------
      Total liabilities                                        2,072,303           2,092,099
                                                             -----------         -----------
COMMITMENTS AND CONTINGENCIES (Note 3)
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                                            3,875,352           3,534,075
                                                             -----------         -----------
                                                               4,538,962           4,197,685
  Less common stock in treasury - at cost,
   23,916 (2000) and 23,796 (1999) shares                        (78,712)            (77,912)
                                                             -----------         -----------
      Shareholders' equity - net                               4,460,250           4,119,773
                                                             -----------         -----------
TOTAL                                                        $ 6,532,553         $ 6,211,872
                                                             ===========         ===========
</TABLE>
See notes to consolidated financial statements

                                       13
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2000, 1999 AND 1998
--------------------------------------------------------------------------------

                                               2000         1999         1998
                                            ----------   ----------   ----------
REVENUES (Note 3):
 Sales of merchandise                       $2,016,254   $1,833,844   $1,821,890
 Room, cabin and trailer space rentals       1,748,613    1,578,763    1,810,328
 Snowmobile rentals                            629,559      562,284      670,537
 Other rentals and income                      331,128      240,313      324,520
 Interest                                       13,175        3,161        3,511
                                            ----------   ----------   ----------
    Total revenues                           4,738,729    4,218,365    4,630,786
                                            ----------   ----------   ----------

COSTS AND EXPENSES:
 Cost of merchandise                         1,217,105    1,099,505    1,080,088
 Operating (Note 3)                          2,132,352    1,979,078    2,523,588
 General and administrative                     59,255       56,330      100,816
 General and administrative - related
   party (Note 4)                              219,038      155,713      159,464
 Net loss on asset disposals (Note 4)           55,849       13,628       94,387
 Depreciation and amortization                 454,555      395,757      364,848
 Interest - related party (Notes 4 and 5)       78,298       69,966       91,602
                                            ----------   ----------   ----------
    Total costs and expenses                 4,216,452    3,769,977    4,414,793
                                            ----------   ----------   ----------

INCOME BEFORE INCOME TAXES                     522,277      448,388      215,993

PROVISION FOR INCOME TAXES (Note 2)            181,000      156,878       59,538
                                            ----------   ----------   ----------
NET INCOME                                  $  341,277   $  291,510   $  156,455
                                            ==========   ==========   ==========
NET INCOME PER COMMON SHARE - BASIC
  (Note 1)                                  $     0.49   $     0.42   $     0.23
                                            ==========   ==========   ==========

See notes to consolidated financial statements

                                       14
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2000, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   COMMON STOCK       ADDITIONAL
                               --------------------     PAID-IN       RETAINED      TREASURY
                                SHARES       AMOUNT     CAPITAL       EARNINGS        STOCK
                                ------       ------     -------       --------        -----
<S>                             <C>          <C>        <C>          <C>           <C>
BALANCE, APRIL 1, 1997          718,373      $7,184     $656,426     $3,086,110    ($77,912)
  Net income                                                            156,455
                               --------      ------     --------     ----------    --------
BALANCE, MARCH 31, 1998         718,373       7,184      656,426      3,242,565     (77,912)
  Net income                                                            291,510
                               --------      ------     --------     ----------    --------
BALANCE, MARCH 31, 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)
                               ========      ======     ========     ==========    ========
</TABLE>

See notes to consolidated financial statements

                                       15
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                           2000              1999             1998
                                                       -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                           $   341,277       $   291,510       $   156,455
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                           454,555           395,757           364,848
   Deferred income taxes                                   (15,000)           16,090            59,538
   Net loss on asset disposals                              55,849            13,628            94,387
  Changes in assets and liabilities:
   Accounts receivable                                    (120,582)           13,446             8,528
   Accounts receivable from related party                                     82,800           (73,000)
   Income tax refund receivable                                               23,471            43,793
   Merchandise inventories                                  (8,455)          (42,087)           68,024
   Prepaid expenses and other                                2,970            (8,445)            6,554
   Deposits                                                                    1,902              (925)
   Accounts payable - trade                                 (4,949)           39,670           (57,457)
   Accounts payable - related party                         70,563           (17,929)           17,929
   Accounts payable - construction                                                             (29,226)
   Income taxes payable                                    (57,833)          117,684
   Accrued liabilities                                       5,114           (17,066)          (18,024)
   Accrued liabilities to related party                                                       (163,209)
   Advance deposits                                        (17,691)           53,749           (46,698)
                                                       -----------       -----------       -----------
       Net cash provided by operating activities           705,818           964,180           431,517
                                                       -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                     (916,114)       (1,301,447)         (652,117)
  Proceeds from sale of property and equipment             221,159            65,965           214,935
                                                       -----------       -----------       -----------
       Net cash used in investing activities              (694,955)       (1,235,482)         (437,182)
                                                       -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Common stock purchased for treasury                         (800)
  Proceeds from long-term debt                                                                  60,000
  Payments on long-term debt                                                                  (995,000)
  Proceeds from line of credit                                               395,000         1,105,000
  Payments on line of credit                                                 (40,000)
                                                       -----------       -----------       -----------
       Net cash (used in) provided by financing
        activities                                            (800)          355,000           170,000
                                                       -----------       -----------       -----------
</TABLE>
                                                                     (Continued)

                                       16
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           2000              1999             1998
                                                       -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>

NET INCREASE IN CASH AND CASH EQUIVALENTS                   10,063            83,698           164,335

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               296,291           212,593            48,258
                                                       -----------       -----------       -----------

CASH AND CASH EQUIVALENTS, END OF YEAR                 $   306,354       $   296,291       $   212,593
                                                       ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
 Cash paid for interest                                $   123,230       $   108,985       $    96,284
                                                       ===========       ===========       ===========
</TABLE>

See notes to consolidated financial statements

                                       17
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2000, 1999 AND 1998


1.   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     International  Leisure Hosts, Ltd. (the "Company") operates in one business
     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.   MERCHANDISE  INVENTORIES  are  stated at the lower of  aggregate  cost
          (first-in, first-out basis) or market.

     b.   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,   for  such  assets.   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.

     c.   INCOME  TAXES -  Deferred  income  taxes  have been  provided  for the
          temporary  differences  between  financial  statement  and  income tax
          reporting on certain transactions.

     d.   USE  OF  ESTIMATES  -  The  preparation  of  financial  statements  in
          conformity with accounting principles generally accepted in the United
          States of America  necessarily  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.

                                       18
<PAGE>
     e.   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 694,492,  694,577,  and 694,577 for 2000, 1999
          and  1998,  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.

     f.   STATEMENTS OF CASH FLOWS - For purposes of the consolidated statements
          of cash  flows,  cash and cash  equivalents  represent  cash in banks,
          money  market  funds,   and   certificates  of  deposit  with  initial
          maturities of three months or less.

     g.   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.

     h.   NEW  ACCOUNTING  PRONOUNCEMENT  - The Financial  Accounting  Standards
          Board  ("FASB")  issued  SFAS  No.  133,   ACCOUNTING  FOR  DERIVATIVE
          INSTRUMENTS AND HEDGING ACTIVITIES. The effective date of SFAS No. 133
          is  fiscal  years   beginning  after  June  15,  2000.  SFAS  No.  133
          establishes   accounting   and  reporting   standards  for  derivative
          instruments,   including   certain   derivatives   embedded  in  other
          contracts,  and for  hedging  activities.  It requires  that  entities
          record all  derivatives as either assets or  liabilities,  measured at
          fair value.  Management  has not completed the analysis of the effects
          SFAS No. 133 will have on its financial statements.

2.   INCOME TAXES

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

                                     2000             1999           1998
                                  ---------         --------        -------

     Current                      $ 196,000         $140,788
     Deferred                       (15,000)          16,090        $59,538
                                  ---------         --------        -------

     Total                        $ 181,000         $156,878        $59,538
                                  =========         ========        =======

                                       19
<PAGE>
     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:

                                            2000        1999        1998
                                          --------    --------    --------

     Income taxes at federal rates        $177,574    $152,400    $ 73,500
     Other - net                             3,426       4,478     (13,962)
                                          --------    --------    --------

     Provision for income taxes           $181,000    $156,878    $ 59,538
                                          ========    ========    ========

     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.  The Company  paid income  taxes of  approximately
     $259,000,  $0, and $18,250 during the years ended March 31, 2000,  1999 and
     1998, respectively.

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 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  between  $250,000  and  $500,000
     depending  on the  number  of  employee  housing  units  and the  extent of
     additional improvements required by the NPS.

     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,  2000,  1999 and 1998,  this fee  amounted to
     $93,064,  $79,712,  and $88,374,  respectively,  which has been recorded as
     operating expense.

     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

                                       20
<PAGE>
     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 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 has indicated  that the  alternative  which
     eliminates  snowmobiling from the Park is the preferred  alternative.  They
     have also indicated that once the winter-use  plan is adopted,  there would
     be a  phase-in  period  of up to two years  during  which  time the  winter
     snowmobiling operation could be continued. It is currently anticipated that
     the NPS will adopt a final winter-use plan around October of 2000.

     If the NPS goes  forward  with its  plans to  eliminate  snowmobiling  from
     Yellowstone  National  Park,  then  Flagg  Ranch  would  have to suspend or
     discontinue  winter  operations  completely.  This would have a significant
     negative  impact on the  revenues  and  financial  results of the  Company.
     During fiscal 2000,  winter  operations  accounted for approximately 27% of
     total revenues.

     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 $30,000 to $50,000.  While there is no guarantee,  the
     Company  believes  it  will  not  be  subject  to the  additional  overtime
     payments.

4.   TRANSACTIONS WITH RELATED PARTIES

     General and  administrative  - related  party  expenses for the years ended
     March 31, 2000, 1999 and 1998 represent  management fees and administrative
     expenses  paid to  related  parties  and  totaled  approximately  $219,000,

                                       21
<PAGE>
     $156,000,  and $160,000,  respectively.  Related  parties  during the years
     ended  March 31,  2000,  1999 and 1998 are owned by the  Company's  current
     majority owner,  Robert Walker,  or family members.  Related parties during
     the year ended March 31, 2000 also include a company owned by the Company's
     current President, Michael P. Perikly.

     The Company  incurred  borrowings  under a line of credit  agreement with a
     related party (Note 5). Interest  incurred for the fiscal years ended March
     31, 2000, 1999 and 1998 was $123,230,  $108,985 and $91,602,  respectively.
     For fiscal years 2000 and 1999, the Company capitalized $44,932 and $39,019
     of interest, respectively.

     In March  1998,  the  Company  sold 96  snowmobiles  for total  proceeds of
     $144,000 and a loss of $94,387. A related party of the Company purchased 46
     of these  snowmobiles  for a total of  $82,800.  During  1999,  the Company
     repurchased 41 snowmobiles from the related party for $75,645.  The Company
     subsequently  sold the snowmobiles to an unrelated  entity and recognized a
     loss of approximately $14,000.

     At March 31,  2000,  the  Company  recorded  payables of $70,563 to related
     parties  for certain  operating  expenses  paid by the  related  parties on
     behalf of the Company.

     During  the  years  ended  March  31,  2000  and  1999,  the  Company  paid
     approximately  $30,000 each year to a related party for construction  costs
     related to the new employee housing and other facility improvements.

5.   NOTE PAYABLE UNDER LINE OF CREDIT

     During  October  1999,  the  Company  renewed  a line of  credit  agreement
     ("Agreement") with an affiliated company expiring September 30, 2000, which
     provides for  collateralized  borrowings of up to $1,500,000 at an interest
     rate  of  prime  plus  .5  percent.  Borrowings  under  the  Agreement  are
     collateralized  by the assets and  improvements of Flagg Ranch. The Company
     has borrowed  $1,460,000  on this line of credit as of March 31, 2000.  The
     terms of the Agreement  contain,  among other provisions,  requirements for
     maintaining  minimum  cash flows (as defined in the  Agreement)  and places
     limitations on the Company's  ability to make loans.  As of March 31, 2000,
     the Company was not in compliance  with the minimum cash flow  requirement.
     On June 22, 2000, the Company  received a waiver of  noncompliance  for the
     year ended March 31, 2000.

                                       22
<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

     NAME                  AGE   POSITIONS WITH COMPANY        TERM AS DIRECTOR
     ----                  ---   ----------------------        ----------------

     Robert L. Walker      66    Chairman and CEO/Director     12/97 - Present
     A. Clarene Law        66    Director                      6/92 - Present
     Bonnie J. Walker      64    Director                      4/99 - Present
     William S. Levine     62    Director                      4/99 - Present
     Victor W. Riches      49    Director                      4/99 - Present
     Michael P. Perikly    48    President                     4/99 - Present
     Thomas J. Kase        55    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,  including:  Turf Paradise,  Inc.;

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<PAGE>
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

         Name and principal Position              Year          Salary
         ---------------------------              ----          ------

            Michael P. Perikly                    2000          $75,000
            President*

            Robert L. Walker                      1999               --
            President**                           1998

            Elizabeth A. Nicoli                   1998               --
            President and Chairman**

            All executive officers
            as a group (three)                    2000          $75,000
                       (three)                    1999          $36,000
                       (three)                    1998          $28,000

All  executive  officers as a group  received  cash  compensation  for  services
rendered  to the  Company  over the three  years,  a  portion  of 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.

*    Michael P. Perikly became President of the Company on April 23, 1999.

**   Robert L. Walker  became  Chairman  of the Company and its Chief  Executive
     Officer on April 23, 1999 and served as President  from  September 30, 1997
     to April 22, 1999.

***  Elizabeth A. Nicoli became  Chairman of the Company on October 23, 1996 and
     served  as  President  from  October  23,  1996  until her  resignation  on
     September 29, 1997.

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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table  indicates as of June 8, 2000, 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.

     NAME AND ADDRESS                             COMMON STOCK      PERCENT HELD
     ----------------                             ------------      ------------

     Robert L. Walker                               361,669            52.08%
     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                     491,402            70.76%
     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.

                                       25
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     General and  administrative  - related  party  expenses for the years ended
March 31,  2000,  1999 and 1998  represent  management  fees and  administrative
expenses paid to related parties and totaled  approximately  $219,000,  $156,000
and $160,000,  respectively.  Related  parties  during the years ended March 31,
2000, 1999 and 1998 are owned by the Company's  current  majority owner,  Robert
Walker, or family members.  Related parties during the year ended March 31, 2000
also include a company  owned by the  Company's  current  President,  Michael P.
Perikly.

     The Company  incurred  borrowings  under a line of credit  agreement with a
related party. Interest incurred for the fiscal years ended March 31, 2000, 1999
and 1998 was $123,230, $108,985 and $91,602, respectively. For fiscal years 2000
and 1999, the Company capitalized $44,932 and $39,019 of interest, respectively.

     In March  1998,  the  Company  sold 96  snowmobiles  for total  proceeds of
$144,000 and a loss of $94,387.  A related party of the Company  purchased 46 of
these snowmobiles for a total of $82,800.  During 1999, the Company  repurchased
41 snowmobiles from the related party for $75,645. The Company subsequently sold
the  snowmobiles to an unrelated  entity and recognized a loss of  approximately
$14,000.

     At March 31,  2000 the  Company  recorded  payables  of  $70,563 to related
parties for certain operating  expenses paid by the related parties on behalf of
the Company.

     During  the  years  ended  March  31,  2000  and  1999,  the  Company  paid
approximately  $30,000  each year to a  related  party  for  construction  costs
related to the new employee housing and other facility improvements

                                       26
<PAGE>
                                    PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

     (a) Financial Statements

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

                                                                            Page
                                                                            ----

             Independent Auditors' Report                                    12

             Consolidated Balance Sheets - March 31, 2000 and 1999           13

             Consolidated Statements of Income - years ended
             March 31, 2000, 1999 and 1998                                   14

             Consolidated Statements of  Shareholders' Equity -
             years ended March 31, 2000, 1999 and 1998                       16

             Consolidated Statements of Cash Flows- years ended
             March 31, 2000, 1999 and 1998                                   17

             Notes to consolidated financial statements                      19

     (b) Exhibits

          The following exhibits are incorporated by reference as indicated:

         3.1      By-Laws-Adopted June 22, 1992 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

         27       Financial Data Schedule

     (c) Reports on Form 8-K

          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.

                                       27
<PAGE>
                                   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: 6/27/00


     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: 6/27/00                                     Date: 6/27/00

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