EXHIBIT 99.3




                      COLLECTION OF FINE PROPERTIES

                      FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 1997 AND MAY 26, 1998
                      TOGETHER WITH REPORT OF INDEPENDENT
                       PUBLIC ACCOUNTANTS





<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To Collection of Fine Properties, Inc.:

We have audited the  accompanying  consolidated  balance  sheet of Collection of
Fine  Properties,  Inc.  as of December  31,  1997 and the related  consolidated
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 1997. These  consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Collection of Fine
Properties, Inc. as of December 31, 1997 and the results of their operations and
their  cash flows for the year ended  December  31,  1997,  in  conformity  with
generally accepted accounting principles.


MORRISON, BROWN, ARGIZ AND COMPANY



Denver, Colorado
January 23, 1998


<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

To Collection of Fine Properties, Inc.:

We have audited the  accompanying  consolidated  balance  sheet of Collection of
Fine  Properties,  Inc.  as of  May  26,  1998,  and  the  related  consolidated
statements of operations, changes in stockholders' equity and cash flows for the
period from January 1, 1998 through May 26, 1998. These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Collection of Fine
Properties,  Inc. as of May 26, 1998,  and the results of their  operations  and
their cash flows for the period from January 1, 1998  through May 26,  1998,  in
conformity with generally accepted accounting principles.


ARTHUR ANDERSEN LLP



Houston, Texas
July 15, 1998


<PAGE>


                       COLLECTION OF FINE PROPERTIES, INC.

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands except share data)
<TABLE>
<CAPTION>
                                                                                          December 31,        May 26,
                                       ASSETS                                                 1997              1998
                                                                                          ------------       ---------
<S>                                                                                        <C>              <C>  
CURRENT ASSETS:
    Cash and cash equivalents                                                              $2,713              $ 275
    Accounts receivable                                                                        67                 21
    Receivables from affiliates and stockholders                                              634                431
    Prepaid expenses and other current assets                                                 434                221
                                                                                           ------            -------
              Total current assets                                                          3,848                948

PROPERTY AND EQUIPMENT, net                                                                 1,964                487

OTHER ASSETS                                                                                   54                 52
                                                                                           -------            ------
              Total assets                                                                 $5,866             $1,487
                                                                                           ======             ======

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Line of credit                                                                       $     97             $    -
    Current portion of long-term debt                                                          28                 51
    Current portion of capital lease obligations                                               55                 56
    Customer deposits and deferred revenue                                                  3,336                447
    Payable to affiliates                                                                      28                430
    Accounts payable and accrued liabilities                                                1,175                262
                                                                                          -------             ------
              Total current liabilities                                                     4,719              1,246

LONG-TERM DEBT, net of current maturities                                                     299                194

CAPITAL LEASE OBLIGATIONS, net of current maturities                                           15                  5

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Common stock, no par value, 10,000 shares
       authorized, issued and outstanding                                                     788                788
    Retained earnings (deficit)                                                                45               (746)

                                                                                          -------             ------
              Total stockholders' equity                                                      833                 42
                                                                                          -------             ------

              Total liabilities and stockholders' equity                                   $5,866             $1,487
                                                                                          =======             ======
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>



                       COLLECTION OF FINE PROPERTIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                    January 1
                                                                  Year Ended         Through
                                                                 December 31,        May 26,
                                                                     1997              1998
                                                                 ------------      -----------


<S>                                                                  <C>               <C>   
REVENUES:
    Property rental fees                                             $3,513            $2,427
    Service fee                                                         243                84
    Other                                                               547               418
                                                                     ------            ------
              Total revenues                                          4,303             2,929

OPERATING EXPENSES                                                    2,830             1,397

GENERAL AND ADMINISTRATIVE
    EXPENSES                                                            893               331
                                                                     ------            ------
    Income from operations                                              580             1,201

OTHER INCOME:
    Interest income, net                                                 58                32
    Other                                                                75                26
                                                                     ------            ------
NET INCOME                                                           $  713            $1,259
                                                                     ======            ======
</TABLE>



        The accompanying notes are an integral part of these consolidated 
                             financial statements.


<PAGE>





                       COLLECTION OF FINE PROPERTIES, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        (In thousands, except share data)



<TABLE>
<CAPTION>
                                                               Common Stock           Retained
                                                               ------------           Earnings
                                                           Shares        Amount       (Deficit)      Total
                                                           ------        ------       ---------      -----

<S>                                                       <C>           <C>         <C>            <C>    
BALANCE, December 31, 1996                                 10,000        $788        $  (368)       $  420 
    Net income                                                -            -             713           713 
    Distributions                                             -            -            (300)         (300)
                                                           ------        ----        -------          ---- 
                                                                                                           
BALANCE, December 31, 1997                                 10,000         788             45           833 
    Net income                                                -             -          1,259         1,259 
    Distributions, net                                        -             -         (2,050)       (2,050)
                                                           ------        ----        -------         ----- 
BALANCE, May 26, 1998                                      10,000        $788        $ (746)        $   42 
                                                           ======        ====        ======         ====== 
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>



                       COLLECTION OF FINE PROPERTIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                       Year                 January 1  
                                                                                       Ended                  Through  
                                                                                    December 31,              May 26,  
                                                                                       1997                    1998    
                                                                                    ------------           ----------- 
                                                                                                           
<S>                                                                                   <C>                   <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                        $    713              $ 1,259
    Adjustments to reconcile net income to net cash provided
       by operating activities-
          Depreciation and amortization                                                    307                  114
    Changes in operating assets and liabilities-
       Accounts receivable                                                                  33                   46
       Prepaid expenses and other assets                                                  (122)                 213
       Customer deposits and deferred revenue                                               49               (2,889)
       Payables to affiliates                                                              (13)                 402
       Accounts payable and accrued expenses                                               237                 (913)
                                                                                      --------             --------
              Net cash provided by (used in) operating activities                        1,204               (1,768)
                                                                                      --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                                   (284)                 (31)
    Proceeds from sale of property and equipment                                             8                 -
    Other assets                                                                            37                    2
    Sales of marketable securities                                                         103                 -
                                                                                      --------             --------
              Net cash used in investing activities                                       (136)                 (29)
                                                                                      --------             --------
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>



                       COLLECTION OF FINE PROPERTIES, INC.

               CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                                             Period
                                                                                        Year               January 1
                                                                                       Ended                Through
                                                                                    December 31,             May 26
                                                                                        1997                  1998
                                                                                    ------------           ---------
<S>                                                                                    <C>                <C>    
CASH FLOWS FROM FINANCING ACTIVITIES:
    Advances on line of credit                                                         $   752             $      -
    Repayments on line of credit                                                          (655)                 (97)
    Proceeds from long-term debt                                                             -                  269
    Payments on long-term debt                                                            (344)                 (97)
    Receivables from affiliates and stockholders, net                                     (421)                 366
    Payments on capital leases                                                             (51)                  (9)
    Distributions to stockholders                                                         (300)              (1,073)
                                                                                       -------             --------
              Net cash used in financing activities                                     (1,019)                (641)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        49               (2,438)

CASH AND CASH EQUIVALENTS, beginning of period                                           2,664                2,713
                                                                                       -------             --------
CASH AND CASH EQUIVALENTS, end of period                                               $ 2,713             $    275
                                                                                        ======              =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                                      $    79             $     15
                                                                                       =======             ========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
    AND FINANCING ACTIVITIES:
       Net assets retained by stockholders                                             $    -              $  1,394
                                                                                       =========             ======

       Debt assumed by stockholders                                                    $    -              $    254
                                                                                       =========            =======

       Accrued contributions from stockholders                                         $    -              $    163
                                                                                       =========            =======

       Acquisition of assets under capitalized leases                                 $     86               $   - 
                                                                                       =======            =========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


<PAGE>




                       COLLECTION OF FINE PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    BUSINESS AND ORGANIZATION:

Collection of Fine  Properties,  Inc. and its subsidiary  Peak Ski Rental,  Ltd.
("Subsidiary,"  collectively the "Company"), a Colorado S Corporation,  provides
vacation  property rental and management  services for properties owned by third
parties and located in the  Breckenridge,  Colorado  area.  The  properties  are
primarily condominium rental units which are owned by third parties. The Company
manages  approximately 470 rental units. The Company's  subsidiary is engaged in
the rental of ski equipment.

On May 26, 1998, ResortQuest International, Inc. ("ResortQuest") consummated its
initial public offering and acquired all of the outstanding stock of the Company
in exchange for cash and shares of ResortQuest common stock (the "Combination").
In connection with the Combination,  an owner has agreed to reductions in salary
and benefits  which would have reduced  general and  administrative  expenses by
approximately $94,000 and $0 for the year ended December 31, 1997 and the period
from January 1, 1998 through May 26, 1998,  respectively.  Certain  stockholders
retained non-operating assets and assumed certain liabilities that were excluded
from the  Combination  and the  purchase  price for the Company was  adjusted by
certain working capital adjustments of approximately $163,000.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      Principles of Consolidation

The consolidated financial statements include the accounts of Collection of Fine
Properties, Inc. and Peak Ski Rental, Ltd. All significant intercompany accounts
and transactions have been eliminated.


<PAGE>



      Revenue Recognition

The Company records  property rental and management fees on the accrual basis of
accounting ratably over the term of guest stays, as earned.  Certain other linen
and  maintenance  fees  are  charged  periodically.  The  Company  provides  all
marketing, management, housekeeping and minor maintenance.

The Company requires a non-refundable deposit equal to 100% of the rental amount
60 days prior to the actual  stay,  recorded  as  Customer  Deposits  within the
accompanying   consolidated  balance  sheets.   Revenue  from  cancellations  is
recognized when received.

      Operating Expenses

Operating expenses include travel agent commissions,  salaries,  communications,
advertising,   credit  card  fees  and  other  costs  associated  with  managing
properties.

      Cash and Cash Equivalents

The Company  considers all  short-term  investments  purchased  with an original
maturity of three months or less to be cash equivalents.

      Inventories

Inventories  consist of ski lift tickets,  merchandise,  uniforms,  supplies and
parts used for the repair and  service of the  owners'  units.  Inventories  are
stated at cost,  determined on a first-in,  first-out  method.  Inventories  are
included in prepaid expenses and other current assets on the balance sheets.

      Property and Equipment

Property and equipment are recorded at cost.

Expenditures  for repairs and  maintenance are charged to expense when incurred.
Expenditures for major renewals and  betterments,  which extend the useful lives
of existing  equipment,  are  capitalized  and  depreciated.  Upon retirement or
disposition  of  property  and  equipment,  the  cost  and  related  accumulated
depreciation  are removed from the accounts  and any  resulting  gain or loss is
recognized in the statements of operations.

      Income Taxes

The Company has S  Corporation  status as defined by the Internal  Revenue Code.
Under  S  Corporation  status,  the  stockholders  report  their  shares  of the
Company's taxable earnings or losses in their personal tax returns.

                                      -2-
<PAGE>


      Management Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting periods.  The
actual  outcome of these  estimates  could differ from the estimates made in the
preparation of the financial statements.

      Concentration of Credit Risk

At December  31,  1997 and May 26,  1998,  the  Company  had cash  deposits in a
financial institution of approximately $2,341,000 and $95,000,  respectively, in
excess of the federal  insured  limit of $100,000.  The Company is  economically
dependent  upon the  tourism  trade and  changes  in weather  conditions  in the
Breckenridge,  Colorado area. The operations are seasonal, with peaks during the
first and fourth quarters of the year.

      Reclassification

Certain items in the 1997 financial statements have been reclassified to conform
with the 1998 presentation.

      Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial Instruments," requires disclosure regarding the fair value of
financial  instruments  for which it is  practical to estimate  that value.  The
carrying value of cash and cash equivalents,  approximates the fair value due to
the  short-term  nature of these  instruments.  The fair value of the  Company's
long-term  debt is estimated to  approximate  carrying  value as the pricing and
terms are indicative of current rates and credit risk.

3.    DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:

Inventories consisted of the following at December 31, 1997 (in thousands):

<TABLE>
<CAPTION>
                                                                December 31,
                                                                    1997
                                                              -----------------

<S>                                                                <C>  
                  Merchandise                                      $  35
                  Parts and supplies                                  31
                  Uniforms                                            13
                  Ski lift tickets                                    78
                                                                   -----
                                                                    $157
</TABLE>

No inventory existed at May 26, 1998.

                                      -3-
<PAGE>



Property and equipment consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                    Estimated
                                                                      Useful
                                                                    Lives in            December 31,        May 26,
                                                                      Years                 1997             1998
                                                                    -----------         ------------        -------
<S>                                                                     <C>              <C>                <C>  
Buildings                                                               31 - 39          $ 1,230            $   -
Property held for investment                                            31 - 39              332                -
Furniture and equipment                                                  3 - 7               806                818
Transportation equipment                                                     5               203                203
Equipment under capital leases                                      lease term               242                242
Leasehold improvements                                                      39                59                 77
Linens                                                                       4               259                260
                                                                                        --------             ------
                                                                                           3,131              1,600
    Less accumulated depreciation and amortization                                        (1,167)            (1,113)
                                                                                        --------             ------
              Property and equipment, net                                                $ 1,964           $    487
</TABLE>


Accounts  payable  and  accrued  liabilities  consisted  of  the  following  (in
thousands):


<TABLE>
<CAPTION>
                                                                                          December 31,         May 26,
                                                                                              1997              1998
                                                                                          ------------        --------


<S>                                                                                         <C>                 <C> 
Trade payable                                                                               $  915              $188
Payroll and payroll taxes                                                                      111                71
Sales tax                                                                                      149                 3
                                                                                            ------              ----

              Total accounts payable and accrued liabilities                                $1,175              $262
                                                                                             =====               ===
</TABLE>



4.     PROPERTY HELD UNDER CAPITAL LEASES:

The Company is subject to leases for  telephone  and  computer  equipment  under
arrangements,  which  are  accounted  for as  capital  leases.  The  leases  are
amortized over an estimated useful life of five years. Amortization on equipment
under  capital  leases for the year ended  December 31, 1997 and the period from
January 1, 1998  through  May 26,  1998 was  approximately  $49,000  and $9,000,
respectively.

                                      -4-
<PAGE>



5.     RELATED PARTIES:

The related party balances consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                    December 31,         May 26,
                                                                                        1997              1998
                                                                                  --------------         -------
<S>                                                                                    <C>                 <C> 
        Receivable from affiliates                                                     $583                $230
        Receivable from stockholders                                                     51                 201
                                                                                       ----                ----
                                                                                       $634                $431
                                                                                        ===                 ===
        Payable to affiliates
                                                                                      $  28                $162
                                                                                       ====                 ===
</TABLE>


Related party receivables are unsecured,  non-interest  bearing and are expected
to be collected in the subsequent year. During the year ended December 31, 1997,
the  Company   received   expense   reimbursements   from  a  related  party  of
approximately $75,000.

The Company has a mortgage note payable with an affiliate (Note 7).

6.     LINE OF CREDIT:

The  Company has a $750,000  line of credit  from a bank.  During the year ended
1997, the maximum balance outstanding under the line of credit was approximately
$502,000  and the minimum was zero.  The line is secured by certain real estate,
furniture,  fixtures, equipment and inventory. The principal shareholders of the
Company are additional parties to the note. The interest charged is the New York
prime rate, which was 8.5% at December 31, 1997 and May 26, 1998,  respectively.
These  interest  rates   approximate  the  weighted  average  rates  during  the
respective years.

                                      -5-
<PAGE>


7. LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                 December 31,        May 26,
                                                                                     1997             1998
                                                                                 ------------        --------
<S>                                                                                  <C>              <C>    
Mortgage note, payable in monthly principal installments of $.5 plus                                         
     interest at the prime rate (8.5% at December 31, 1997 and May 26,                                       
     1998).  The note is secured by property and matures                                                     
     July, 2000, at which time a balloon payment is due. Certain                                             
     shareholders are guarantors of the note.                                        $125             $  -   
                                                                                                             
Mortgage note, payable in monthly  installments of $.6 including                                             
     interest at the prime rate (8.5% at December 31, 1997                                                   
     and May 26, 1998). The note is secured by property and                                                  
     matures January, 2003, at which time a balloon payment is due.                    71                -   
                                                                                                             
Mortgage note, payable in monthly installments of $.5 to a related party                                     
 including interest at 8%.  The note is secured by property and matures                                      
 through November, 2023.                                                               62                -   
                                                                                                             
Mortgage note, payable in monthly installment including                                                      
     interest at the prime rate (8.5% at May 26, 1998).  The note is secured                                 
     by property and matures March, 2001.                                               -                184 
                                                                                                             
Loan payable for purchase of vehicles, payments of $2.1, including                                           
     principal and interest                                                            69                 61 
                                                                                      ---                --- 
                                                                                     $327              $ 245 
                                                                                     ====              ===== 
</TABLE>

The aggregate maturities of long-term debt are as follows (in thousands):

<TABLE>
<CAPTION>
     Year ending December 31,
<S>                                                                                <C> 
                 1998                                                                $ 28
                 1999                                                                  30
                 2000                                                                 140
                 2001                                                                   5
                 2002                                                                   3
                 Thereafter                                                           121
                                                                                    -----
                                                                                      327
                 Less current maturities                                              (28)
                                                                                    -----
                                                                              
                                                                                     $299
                                                                                     ====
</TABLE>                                                                 

Subsequent to May 26, 1998 all outstanding debt was retired.

                                      -6-

<PAGE>



8.     BENEFIT PLAN:

The Company  instituted a 401(k)  Profit  Sharing Plan during  September,  1996.
Employer contributions to the plan for the year ended December 31, 1997, and the
period  January 1, 1998 through May 26,  1998,  were  approximately  $20,000 and
$9,000, respectively.


                                      -7-