EXHIBIT 99.11

                         TRUPP HODNETT ENTERPRISES, INC.

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








<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Trupp Hodnett Enterprises, Inc. and
    THE Management Company:

We have  audited  the  accompanying  combined  balance  sheets of Trupp  Hodnett
Company,  consisting of  Trupp-Hodnett  Enterprises,  Inc.,  and THE  Management
Company (both Georgia corporations) (collectively "Trupp Hodnett Company" or the
"Company")  as of December 31, 1997 and May 26, 1998,  and the related  combined
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 1997 and the period from January 1, 1998 through May 26,
1998.  These  combined  financial  statements  are  the  responsibility  of  the
Company's  management.  Our  responsibility  is to  express  an opinion on these
combined financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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,  the combined  financial  statements  referred to above  present
fairly,  in all  material  respects,  the combined  financial  position of Trupp
Hodnett  Company,  as of December 31, 1997 and May 26, 1998,  and the results of
their  combined  operations and their cash flows for the year ended December 31,
1997 and the period from January 1, 1998 through May 26, 1998 in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Houston, Texas
July 17, 1998


<PAGE>



                              TRUPP HODNETT COMPANY

                             COMBINED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
<S>                                                       <C>                   <C>  

                                                              December 31,          May 26,
                         ASSETS                                  1997                1998
                         ------                                  ----                ----
                          
CURRENT ASSETS:
    Cash and cash equivalents                                    $ 293              $ 406
    Cash held in trust                                             347                642
    Accounts receivable                                            100                 69
    Receivables from stockholders and employees                     32                 15
    Prepaid expenses and other current assets                       31                 72
                                                               --------           --------
              Total current assets                                 803              1,204

PROPERTY AND EQUIPMENT, net                                        259                282
                                                               --------           --------
              Total assets                                      $1,062             $1,486
                                                               ========             =====
             LIABILITIES AND STOCKHOLDERS' EQUITY
             ------------------------------------

CURRENT LIABILITIES:
    Short-term debt                                             $   -            $     -
    Customer deposits and deferred revenue                         331                641
    Payable to property owners                                      16                  1
    Accounts payable and accrued liabilities                       191                341
    Payable to stockholders                                         -                 221
                                                               --------           --------
              Total current liabilities                            538              1,204
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
    Common stock, no par; 2,000 shares
       authorized; 200 shares outstanding                            17                17
    Retained earnings                                               507               265
                                                               --------           --------
              Total stockholders' equity                            524               282
                                                               --------           --------
              Total liabilities and stockholders' equity         $1,062            $1,486
                                                               =========           =======
 
</TABLE>


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


<PAGE>








                              TRUPP HODNETT COMPANY

                        COMBINED STATEMENTS OF OPERATIONS
                                 (In thousands)

                                                                    January 1
                                                Year Ended           Through
                                                December 31,          May 26,
                                                    1997               1998
                                                    ----               ----
REVENUES:
    Property rental fees                           $2,809             $1,169
    Real estate commissions, net                      892                698
    Service fees                                      360                102
                                                 --------           --------
              Total revenues                        4,061              1,969

OPERATING EXPENSES                                  1,838                901

GENERAL AND ADMINISTRATIVE EXPENSES                 2,024              1,071
                                                 --------           --------
    Income from operations                            199                 (3)

OTHER INCOME (EXPENSE):
    Interest expense, net                              (5)                 1
    Gain on sale of assets                             52              -
                                                 --------           --------
    Income (loss) before income taxes                 246                 (2)

PROVISION FOR INCOME TAXES                             60              -
                                                 --------           --------
NET INCOME (LOSS)                                 $   186          $      (2)
                                                   ======           ========


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


<PAGE>


                              TRUPP HODNETT COMPANY

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



<TABLE>
<CAPTION>
                                          Common Stock      
                                     -----------------------        Retained
                                     Shares           Amount         Earnings       Total
                                     ------           ------         --------       -----
<S>                                  <C>             <C>           <C>            <C>   
BALANCE, December 31, 1996             200              $17            $ 399          $416
    Net income                          -                -               186           186
    Distributions                       -                -               (78)          (78)
                                      -----             ----           ------        ------
BALANCE, December 31, 1997             200               17              507           524
    Net loss                            -                -                (2)           (2)
    Distributions                       -                -              (240)         (240)
                                      -----             ----           ------        ------
BALANCE, May 26, 1998                  200              $17            $ 265          $282
                                      =====             ====            =====         ====

</TABLE>

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


<PAGE>

                                                                     Page 1 of 2

                              TRUPP HODNETT COMPANY

                        COMBINED STATEMENTS OF CASH FLOWS
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                January 1,
                                                            Year Ended           Through
                                                            December 31,          May 26,
                                                               1997               1998
                                                               ----               ----
<S>                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                $ 186                $ (2)
    Adjustments to reconcile net income to net
     cash provided by operating activities--
          Depreciation                                           85                  29
          Gain on sale of assets                                (52)                -
    Changes in operating assets and liabilities--
       Cash held in trust                                       (26)               (295)
       Accounts receivable                                      (31)                 31
       Receivables from stockholder and employees                79                  17
       Prepaid expenses and other current assets                (14)                (41)
       Customer deposits and deferred revenue                    41                 310
       Payable to property owners                               (15)                (15)
       Accounts payable and accrued liabilities                  61                 150
                                                               -----             -------
              Net cash provided by operating
                 Activities                                     314                 184
                                                               -----             -------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                          (99)                (52)
    Purchase of other assets                                    (80)                -
    Proceeds from sale of other assets                          105                 -
                                                               -----             -------
    Net cash used in investing
       Activities                                               (74)                (52)
                                                               -----             -------
CASH FLOWS FROM FINANCING ACTIVITIES: 
    Proceeds from short-term debt                                84                 -
    Payments on short-term debt                                 (97)                -
    Distributions to stockholders                               (78)                (19)
                                                               -----             -------
    Net cash used in financing activities                       (91)                (19)
                                                               -----             -------
NET INCREASE IN CASH AND
    CASH EQUIVALENTS                                            149                 113

CASH AND CASH EQUIVALENTS, beginning of
    period                                                      144                 293
                                                               -----             -------
CASH AND CASH EQUIVALENTS, end of period                       $293               $ 406
                                                               ======             =======

</TABLE>

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


<PAGE>

                                                                     Page 2 of 2

                              TRUPP HODNETT COMPANY

                        COMBINED STATEMENTS OF CASH FLOWS
                                 (In thousands)

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


SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:
       Cash paid for interest                     $  18             $     2
                                                   =====             ======
       Cash paid for income taxes                 $   1             $   -  
                                                   ======            =======
SUPPLEMENTAL DISCLOSURE OF NON-CASH
    FINANCING ACTIVITIES:

       Accrued distribution to stockholders       $   -             $   221
                                                   ======              ====

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:

In 1997,  the Company sold certain  fixed assets of the 
Company to a third party as follows:

Net book value of assets                                                $ 385
Debt assumed                                                             (332)
                                                                        ------
    Net assets sold                                                     $  53
                                                                         =====


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


<PAGE>


                              TRUPP HODNETT COMPANY

                          NOTES TO FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION:

THE Management Company ("TMC"), an S Corporation, and Trupp-Hodnett Enterprises,
Inc. ("THE"), a C Corporation,  (collectively "Trupp Hodnett" or the "Company"),
both Georgia  corporations,  are leading providers of vacation property rentals,
management  services and sales in St.  Simons  Island,  Georgia.  Trupp  Hodnett
manages   approximately  400  total  rental  units.  The  Company  provides  its
management services to property owners pursuant to management  contracts,  which
generally  are one  year in  length.  The  majority  of such  contracts  contain
automatic  renewal  provisions but also allow  property  owners to terminate the
contract at any time. The Company's  operations are seasonal,  with peaks during
the second and third quarters of the year.

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 addition,  the owner and certain key  employees  have agreed to reductions in
salary and benefits which would have reduced general and administrative expenses
by approximately $1.1 million for the year ended December 31, 1997, and $317,000
for the period from January 1, 1998 through May 26, 1998.  In addition,  certain
stockholders  retained  non-operating  assets and  assumed  or  retired  certain
liabilities  that were excluded from the  Combination and the purchase price for
the  Company  was  adjusted  for  certain   working   capital   adjustments   of
approximately $221,000.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       Revenue Recognition

The Company  records  property  rental fees on the accrual basis of  accounting,
ratably over the term of guest stays, as earned. For weekly and monthly stays in
homes and cottages the Company requires a deposit equal to 50% of the rental fee
60 days prior to the expected  arrival date.  These deposits are refundable with
60 days notice of  cancellation.  Daily and weekly stays in "condo hotels" use a
credit card to guarantee arrival.

All  deposits are  recorded as customer  deposits  and  deferred  revenue in the
accompanying  combined  financial  statements  until the guest  stay  commences.
Advance  deposits are recorded as payable to property  owners,  ratably over the
term of guest stays, as earned. The Company records revenue for cancellations as
they occur.



<PAGE>

Service fees are recorded  for a variety of services and are  recognized  as the
service is provided, including management fees.

Commissions  on real estate sales are recognized at closing and are recorded net
of the related commission expense. The Company recognized commission revenues of
$1,621,000  and  $1,208,000  for the year ended December 31, 1997 and the period
from January 1, 1998 through May 26, 1998, respectively,  and commission expense
of $729,000  and  $510,000  for the year ended  December 31, 1997 and the period
from January 1, 1998 through May 26, 1998.

        Operating Expenses

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

        Cash and Cash Equivalents

For the purposes of the balance sheets and statements of cash flows, the Company
considers all investments with original maturities of three months or less to be
cash equivalents.

        Property and Equipment

Property and equipment are stated at cost,  and  depreciation  is computed using
the straight-line method over the estimated useful lives of the assets.

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 combined statements of operations.

        Income Taxes

TMC has elected S Corporation status as defined by the Internal Revenue Code and
state tax statutes, whereby, TMC is not subject to taxation for federal or state
tax purposes. Under S Corporation status, the stockholders report their share of
the Company's taxable earnings or losses in their personal tax returns.

THE is a regular C  Corporation  and as such is subject to taxation  for federal
and state  purposes.  THE  accounts  for income  taxes under the  provisions  of
Statement of Financial Accounting

Standards No. 109,  "Accounting for Income Taxes" ("SFAS No. 109")Under SFAS No.
109,  the current  provision  for income  taxes  represents  actual or estimated
amounts payable or refundable on tax returns filed or to be filed for each year.
Deferred tax assets and  liabilities  are recorded for the estimated  future tax
effects  of:  (a)  temporary  differences  between  the tax bases of assets  and
liabilities and amounts  reported in the  consolidated  balance sheets,  and (b)
operating loss and tax credit carryforwards.  The overall change in deferred tax
assets and  liabilities for the period measures the deferred tax expense for the
period.  Effects  of  changes in  enacted  tax laws on


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<PAGE>

deferred tax assets and  liabilities are reflected as adjustments to tax expense
in the  period of  enactment.  The  measurement  of  deferred  tax assets may be
reduced by a valuation  allowance  based on judgemental  assessment of available
evidence if deemed more  likely  than not that some or all of the  deferred  tax
assets will not be realized.

        Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles  requires  the  use  of  estimates  and  assumptions  by
management in determining  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 period. Actual results could differ from those estimates.

        Concentration of Risk

The Company's  operations are  exclusively in the St. Simons Island area and are
subject to significant changes due to weather conditions.

3. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:

Property and equipment consisted of the following (in thousands):


<TABLE>
<CAPTION>
<S>                                           <C>                      <C>              <C>
                                                        Estimated
                                                       Useful Lives         December 31,        May 26,
                                                         In Years               1997             1998
                                                         --------               ----             ----
       Leasehold improvements                                31               $   40            $  40
       Office equipment and vehicles                        3 - 7                635              595
                                                                              ------           ------
                                                                                 675              635
       Less - Accumulated depreciation                                          (416)            (353)
                                                                              ------            -----
       Property and equipment, net                                             $ 259             $282
                                                                                ====              ===


</TABLE>
Accounts  payable  and  accrued  liabilities  consisted  of  the  following  (in
thousands):

                                                   December 31,         May 26,
                                                      1997               1998
                                                      ----               ----

Accrued compensation and benefits                     $  36             $  45
Accounts payable and other accrued liabilities          155               296
                                                      -----             -----
Total accounts payable and accrued liabilities         $191              $341
                                                        ===               ===



                                       3

<PAGE>



4. SHORT-TERM DEBT:

As of December  31,  1997 and May 26,  1998,  the  Company  had two  outstanding
unused,  unsecured  lines of credit with banks.  The Company's  $100,000 line of
credit  bears  interest  at the Chase  Manhattan  Bank  prime rate plus 1.0% and
matures December 1, 1998. The Company's $30,000 line of credit bears interest at
the Wall Street Journal's bank prime rate plus 2.0% and matures June 1, 1998.

5. SALE OF OTHER ASSETS:

During 1997,  the Company sold other assets  (comprised  of land and a building)
with a book value totaling  $250,000 and the related note payable of $208,000 to
a  third-party  for $94,000.  The Company  recorded a gain of $52,000,  which is
included  in  other  income.  Additionally,  a  sale  to  a  related  party  was
consummated (see Note 8).

6. INCOME TAXES:

The provision for income taxes consists of the following (in thousands):


<TABLE>
<CAPTION>
<S>                                <C>                       <C>
                                                                January 1,
                                      December 31,               Through
                                         1997                  May 26, 1998
                                         ----                ------------
                                              
     Current                             $60                     $  -  
                                          ==                      =====


</TABLE>

The provision for income taxes differs from the amount  computed by applying the
U.S.  Federal  income tax statutory  rate of 34% for the  following  reasons (in
thousands):

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

     U.S. corporate income tax provision
       (benefit) at statutory rate            $ 84                   $ (1)
     State income taxes                          9                      1
     S Corporation income                      (33)                    -
                                              ----                    ---
                                              $ 60                   $ - 
                                              =====                   =====



                                       4



<PAGE>



7. COMMITMENTS AND CONTINGENCIES:

        Litigation

The Company is involved in various legal actions  arising in the ordinary course
of business.  Management does not believe that the outcome of such legal actions
will have a material adverse effect on the Company's combined financial position
or results of operations.

        Insurance

The Company carries a broad range of insurance  coverage,  including general and
business  auto  liability,  commercial  property,  workers'  compensation  and a
general umbrella policy. The Company is self-insured for employee medical with a
stop-loss policy beginning at $7,500.  The Company has not incurred  significant
claims or losses on any of its insurance  policies during the periods  presented
in the accompanying combined financial statements.

        Benefit Plans

The Company began a 401(k)  retirement  plan in April of 1997 which is available
to  substantially  all of the Company's  employees.  The Company is obligated to
match the employee's contribution up to 5%. The cost of this plan to the Company
was approximately  $9,000 for the year ended December 31, 1997 and approximately
$5,000 for the period from January 1, 1998 through May 26, 1998.

8. RELATED PARTIES:

The  Company's  revenues  include  approximately  $187,000  for the  year  ended
December  31, 1997 and $75,000 for the period from  January 1, 1998  through May
26, 1998,  respectively,  for fees earned from properties in which the Company's
stockholders have an ownership  interest.  In 1997, the Company sold a building,
the  related  land  (total  book value of  $135,000)  and the  related  $124,000
mortgage note payable to the Company's stockholders for $11,000 in cash.

The Company has agreements to lease office space from the  stockholders  and the
minimum lease payments are as follows (in thousands):

                                    December 31,         May 26,
                                       1997               1998
                                       ----               ----

         1998                         $ 112            $     66
         1999                           117                 117
         2000                           122                 122
         2001                           126                 126
         2002                           131                 131
         Thereafter                     967                 967
                                     -------             -------
                                     $1,575              $1,529
                                     =======             ========



                                       5





<PAGE>


During the year ended  December  31,  1997 and the period  from  January 1, 1998
through  May 26,  1998,  the Company  recorded  rental  expense of $110,000  and
$47,000, respectively, relating to the above leases.










                                       6