EXHIBIT 99.7





                      BRINDLEY & BRINDLEY

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


<PAGE>




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Brindley & Brindley Realty and Development, Inc.
     and B&B On The Beach, Inc.:

We have audited the accompanying  combined balance sheets of Brindley & Brindley
consisting of Brindley & Brindley Realty and  Development,  Inc., and B&B On The
Beach, Inc., both North Carolina  corporations,  as of December 31, 1997 and May
26,  1998,  and the  related  combined  statements  of  operations,  changes  in
stockholders'  equity  (deficit) and cash flows for the year ended  December 31,
1997 and for 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 Brindley &
Brindley,  as of December  31, 1997 and May 26,  1998,  and the results of their
operations and their cash flows for the year ended December 31, 1997 and for the
period from January 1, 1998 through May 26, 1998, in conformity  with  generally
accepted accounting principles.





ARTHUR ANDERSEN LLP




Houston, Texas
July 24, 1998


<PAGE>



                               BRINDLEY & BRINDLEY

                             COMBINED 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                                                $     24           $    685
    Cash held in trust                                                          3,895              1,880
    Accounts receivable                                                            62                 48
    Prepaid expenses and other current assets                                      37                135
                                                                              -------            -------
              Total current assets                                              4,018              2,748

PROPERTY AND EQUIPMENT, net                                                       125                148
                                                                              -------            -------
             Total assets                                                      $4,143            $ 2,896
                                                                               =======           ========

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       ----------------------------------------------

CURRENT LIABILITIES:
    Current portion of long-term debt                                        $     19           $     19
    Customer deposits and deferred revenue                                      3,895              3,909
    Accounts payable and accrued liabilities                                      108                129
    Distribution payable to stockholders                                        -                    453
                                                                              -------            -------
              Total current liabilities                                         4,022              4,510

LONG-TERM DEBT, net of current maturities                                          22                 22

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock, $1 par; 200,000 shares authorized;
       200 shares outstanding                                                   -                  -
    Retained earnings (deficit)                                                    99             (1,636)
                                                                              -------            -------
              Total stockholders' equity (deficit)                                 99             (1,636)
                                                                              -------            -------
              Total liabilities and stockholders' equity (deficit)             $4,143            $ 2,896
                                                                                =====             ======
</TABLE>


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


<PAGE>



                               BRINDLEY & BRINDLEY

                        COMBINED STATEMENTS OF OPERATIONS
                                 (In thousands)

                                                                     January 1
                                                 Year Ended           Through
                                                 December 31,         May 26,
                                                    1997               1998
                                              ----------------      -----------
REVENUES:
    Property rental fees                              $2,642          $  261
    Service fees                                         978             238
    Real estate commissions, net                         401             136
                                                     -------           ------
              Total revenues                           4,021             635

OPERATING EXPENSES                                     3,028           1,327

GENERAL AND ADMINISTRATIVE EXPENSES                      482             262
                                                     -------           ------
              Income from operations                     511            (954)
                                                     -------           ------
OTHER INCOME:
    Interest income, net                                  42              27
                                                     -------           ------
NET INCOME (LOSS)                                    $   553          $ (927)
                                                      ======            =====




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


<PAGE>





                               BRINDLEY & BRINDLEY

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

<TABLE>
<CAPTION>

                                                                             
                                    Common Stock            Retained
                                --------------------        Earnings
                                Shares        Amount        (Deficit)        Total
                                ------        ------        ---------        -----

<S>                          <C>          <C>            <C>             <C>  
BALANCE, December 31, 1996       200          $ -            $   73          $  73
  Net income                      -             -               553            553
  Distributions                   -             -              (527)          (527)
                                 ---          ----           ------          -----
BALANCE, December 31, 1997       200            -                99             99
  Net loss                        -             -              (927)          (927)
  Distributions                   -             -              (808)          (808)
                                 ---          ----           ------          -----
BALANCE, May 26, 1998            200          $ -           $(1,636)       $(1,636)
                                 ===          ==            =======        ======= 
</TABLE>


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


<PAGE>



                               BRINDLEY & BRINDLEY

                       COMBINED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                           Year             January
                                                                           Ended            Through
                                                                         December 31,       May 26,
                                                                            1997              1998
                                                                      --------------      ------------
<S>                                                                       <C>                <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                       $ 553              $ (927) 
  Adjustments to reconcile net income to net cash
    provided by operating activities-
      Depreciation                                                           87                  25
  Changes in operating assets and liabilities-
    Accounts receivable                                                     (33)                 14
    Cash held in escrow                                                     -                 2,015
    Prepaid expenses and other current assets                               (30)                (98)
    Accounts payable and accrued liabilities                                  4                  21
    Customer deposits and deferred revenue                                  -                    14
                                                                           -----              -----
          Net cash provided by operating activities                          581              1,064
                                                                           -----              -----
                                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                         (83)               (48)
                                                                           -----              -----
          Net cash used in investing activities                              (83)               (48)


CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from long-term debt                                            19                -
  Distributions to stockholders                                             (527)              (355)
                                                                           -----              -----
          Net cash used in financing activities                             (508)              (355)

NET (DECREASE) INCREASE IN CASH AND 
  CASH EQUIVALENTS                                                           (10)               661

CASH AND CASH EQUIVALENTS, beginning of period                                34                 24
                                                                           -----              -----

CASH AND CASH EQUIVALENTS, end of period                                   $  24              $ 685
                                                                           =====              =====
                                                                           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
    Cash paid for interest                                                 $   3              $   7
                                                                           =====              =====

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
  INFORMATION:
    Accrued distribution to stockholders                                   $   -              $ 453
                                                                           =====              =====
</TABLE>


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


<PAGE>





                               BRINDLEY & BRINDLEY

                     NOTES TO COMBINED FINANCIAL STATEMENTS

1.    BUSINESS AND ORGANIZATION:

                                                                                
Brindley & Brindley  Realty and  Development,  Inc.  and B&B On The Beach,  Inc.
(collectively  "Brindley  &  Brindley"  or the  "Company")  both North  Carolina
companies, are leading providers of beach vacation property rentals,  management
services  and sales in the Outer  Banks of North  Carolina.  Brindley & Brindley
manages  approximately  450 rental homes.  The Company  provides its  management
services  to  property  owners  pursuant  to  management  contracts,  which  are
generally  one year in length.  The majority of such  contracts  allow  property
owners to terminate the contract at any time.  Brindley & Brindley'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 connection  with the  Combination,  the owner and certain key employees  have
agreed to reductions in salary and benefits which would have reduced general and
administrative  expenses by approximately $69,000 and $34,000 for the year ended
December  31, 1997 and the period  from  January 1, 1998  through May 26,  1998,
respectively.  In addition,  certain stockholders retained  non-operating assets
and  assumed  or  retired  certain  liabilities  that  were  excluded  from  the
Combinations  and the  purchase  price for the Company  was  adjusted by certain
working capital adjustments of approximately $453,000.

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. The Company requires an advance
rent equal to 50% of the rental fee at the time  reservations are booked and the
remaining  50% of the  rental fee 30 days prior to the  expected  arrival  date.
These advance rents are non-refundable and are recorded as customer deposits and
deferred revenue in the  accompanying  combined  financial  statements until the
guest stay  commences.  The Company records  revenue for  cancellations  as they
occur.

                                                                                
Service fees are recorded  for a variety of services and are  recognized  as the
service is provided, including housekeeping, reservations and pool/spa services.


<PAGE>



Commissions  on real estate sales are recognized at closing and are recorded net
of the related commission expense. The Company recognized commission revenues of
$1,189,000 and $374,000, and commission expense of $788,000 and $238,000 for the
year ended December 31, 1997 and the period from January 1, 1998 through May 26,
1998, respectively.

      Operating Expenses

                                                                               
Operating  expenses  include  rental  agent  commissions,   employees  salaries,
marketing and  advertising  expense,  and other costs  associated  with property
sales, rental and management.

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

      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 Corolla, North Carolina area and
are subject to significant changes due to weather conditions.

                                      -2-
<PAGE>



3.   DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:

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

<TABLE>
<CAPTION>
                                                                          Estimated
                                                                           Useful 
                                                                            Lives          December 31,          May 26,
                                                                          In Years             1997               1998
                                                                         ----------       -------------          --------

<S>                                                                    <C>                  <C>                   <C>
          Buildings and improvements                                          5-40              $  7                 $  7 
          Office equipment and vehicles                                       3-7                338                  386
                                                                                                 ---                  ---
                                                                                                 345                  393 
          Less - Accumulated depreciation                                                       (220)                (245)
                                                                                                ----                  ---
          Property and equipment, net                                                          $ 125                 $148
                                                                                               =====                 ====
</TABLE>


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

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


                                                                               December 31,           May 26,
                                                                                    1997                1998
                                                                                ------------         ----------
          Accrued compensation and benefits                                          $ 28                $ 54
          Accounts payable and other accrued liabilities                               80                  75
                                                                                     ----                 ---
               Total accounts payable and accrued liabilities                        $108                $129
                                                                                     ====                ====

</TABLE>

                                                                                
At May 26,1998, maturities of long-term debt were as follows (in thousands):

        Remainder of 1998                  $19 
        1999                                 8 
        2000                                 9 
        2001                                 5
                                           ---
                                           $41
                                           ===


                      
In conjunction with the Combination, all outstanding debt was extinguished.

                                      -3-
<PAGE>



4.    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 combined 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 has not incurred  significant  claims or
losses on any of its  insurance  policies  during  the period  presented  in the
accompanying combined financial statements.

      Benefit Plans

The Company's 401(k)  retirement plan is available to  substantially  all of the
Company's full-time salaried employees.  The Company's  contribution to the plan
is based upon a percentage of employee  contributions.  The cost of this plan to
the Company was  approximately  $14,000 for the year ended December 31, 1997 and
$5,000 for the period from January 1, 1998 through May 26, 1998.

5.    RELATED PARTIES:

During 1997, the Company paid approximately $104,000 or approximately $8,700 per
month to one of the owners for rent of the office  building and local  warehouse
pursuant to two oral  agreements,  each on a  month-to-month  basis.  Brindley &
Brindley  entered into two written lease agreements with the Brindleys for these
facilities  that  commenced on January 1, 1998. The terms of these leases expire
December 31, 2002,  with options to extend for two 5-year  periods at the end of
the  lease  periods  and  provide  for  aggregate   annual  rental  payments  of
approximately  $134,000.  For the period  from  January 1, 1998  through May 26,
1998, the Company paid approximately $57,000 under these agreements.

The Company  received real estate sales  commissions  of $70,000 and $2,000 from
Outer Banks  Ventures,  Inc., an affiliate for the year ended  December 31, 1997
and for the period from January 1, 1998 through May 26, 1998, respectively.


                                      -4-