##### 



FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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For Quarter Ended June 30, 2001

Commission File no. 2-64309

GOLF HOST RESORTS, INC.

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(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Colorado                                                       |  | 84-0631130                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|36750 US 19 N., Palm Harbor, Florida     |  | 34684     
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

(727) 942-2000

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(Registrants telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding twelve months, and (2) has been subject to the filing requirements
for the past 90 days. Yes[X]      No [   ]

Issuer has no common stock subject to this report.

Page 1 of 21



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

BALANCE SHEETS

ASSETS
(Substantially all pledged)

|                            |                                   |                      |            |             |           |              |            |           |            | 
|--------------------------- | --------------------------------- | -------------------- | ---------- | ----------- | --------- | ------------ | ---------- | --------- | ---------- | 
|                            |                                   |                      |            | June 30,    |           | December 31,
|                            |                                   |                      |            | 2001        |           | 2000        
|                            |                                   |                      |            |             |           |             
|                            |                                   |                      |            | (unaudited) |           |              |            |          
|CURRENT ASSETS:             |                                   |                      |            |             |           |              |            |          
|                            | Cash                              |                      | $          | 699,747     |           |              | $          | 565,400   |           
|                            | Restricted cash                   |                      |            | 1,567,383   |           |              |            | 1,219,289 |           
|                            | Accounts receivable, net          |                      |            | 5,052,477   |           |              |            | 4,865,607 |           
|                            | Other receivables                 |                      |            | 72,461      |           |              |            | 543,651   |           
|                            | Inventories and supplies          |                      |            | 1,316,907   |           |              |            | 1,606,935 |           
|                            | Prepaid expenses and other assets |                      |            | 380,628     |           |              |            | 197,399   |           
|                            |                                   |                      |            |             |           |              |            |          
|                            |                                   |                      | 9,089,603  |             |           |              | 8,998,281  |          
|                            | Assets held for sale              |                      |            |            |           |              |            | 2,435,000 |           
|                            |                                   |                      |            |             |           |              |            |          
|                            |                                   | Total current assets |            |             | 9,089,603 |              |            |           | 11,433,281 | 
|INTANGIBLES, net            |                                   |                      | 16,850,139 |             |           |              | 17,376,706 |          
|PROPERTY AND EQUIPMENT, net |                                   |                      | 40,429,951 |             |           |              | 41,768,369 |          
|OTHER ASSETS                |                                   |                      | 509,042    |             |           |              | 483,788    |          
|                            |                                   |                      |            |             |           |              |            |          
|                            |                                   | $                    | 66,878,735 |             |           | $            | 71,062,144 |          
|                            |                                   |                      |            |             |           |              |            |          

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

Page 2



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS DEFICIT

|                            |                                                                                               |                           |            |             |             |              |            |             |             | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------- | ---------- | ----------- | ----------- | ------------ | ---------- | ----------- | ----------- | 
|                            |                                                                                               |                           |            | June 30,    |             | December 31,
|                            |                                                                                               |                           |            | 2001        |             | 2000        
|                            |                                                                                               |                           |            |             |             |             
|                            |                                                                                               |                           |            | (unaudited) |             |              |            |            
|CURRENT LIABILITIES:        |                                                                                               |                           |            |             |             |              |            |            
|                            | Accounts payable                                                                              |                           | $          | 8,342,697   |             |              | $          | 8,614,179   |            
|                            | Line of credit                                                                                |                           |            |            |             |              |            | 667,141     |            
|                            | Accrued payroll costs                                                                         |                           |            | 1,071,310   |             |              |            | 830,072     |            
|                            | Accrued interest                                                                              |                           |            | 894,891     |             |              |            | 817,047     |            
|                            | Other payables and accrued expenses                                                           |                           |            | 3,261,072   |             |              |            | 3,076,854   |            
|                            | Deposits and prepaid fees                                                                     |                           |            | 1,963,741   |             |              |            | 3,461,783   |            
|                            | Current notes payable                                                                         |                           |            | 3,034,453   |             |              |            | 862,058     |            
|                            | Due to related parties                                                                        |                           |            | 4,989,477   |             |              |            | 3,572,690   |            
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            |                                                                                               | Total current liabilities |            |             | 23,557,641  |              |            |             | 21,901,824  | 
|NOTES PAYABLE               |                                                                                               |                           | 79,402,165 |             |             |              | 82,239,239 |            
|OTHER LONG-TERM LIABILITIES |                                                                                               |                           | 7,940,914  |             |             |              | 7,869,858  |            
|DEFERRED INCOME TAXES       |                                                                                               |                           | 1,770,467  |             |             |              | 1,770,467  |            
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            |                                                                                               | Total liabilities         |            |             | 112,671,187 |              |            |             | 113,781,388 | 
|                            |                                                                                               |                           |            |             |             |              |            |            
|SHAREHOLDERS DEFICIT       |                                                                                               |                           |            |             |             |              |            |            
|                            | Common stock, $1 par, 5,000 shares
authorized, issued, and outstanding                        |                           |            | 5,000       |             |              |            | 5,000       |            
|                            | 5.6% cumulative preferred
stock, $1 par, 4,577,000
shares authorized, issued, and outstanding |                           |            | 4,577,000   |             |              |            | 4,577,000   |            
|                            | Paid-in capital                                                                               |                           |            | (13,557,000 | )           |              |            | (13,557,000 | )          
|                            | Accumulated deficit                                                                           |                           |            | (36,817,452 | )           |              |            | (33,744,244 | )          
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            | Total shareholders deficit                                                                   |                           |            | (45,792,452 | )           |              |            | (42,719,244 | )          
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            | Total liabilities and shareholders deficit                                                   |                           | $          | 66,878,735  |             |              | $          | 71,062,144  |            
|                            |                                                                                               |                           |            |             |             |              |            |            

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

Page 3



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

STATEMENTS OF INCOME
(unaudited)

|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |            | 
|------------------------------------------------------------------- | ----------------------------- | - | ----------------------- | --------- | ------------------------- | - | ---------- | --------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                                    |                               |   | Quarters ended June 30, |           | Six months ended June 30,
|                                                                    |                               |   |                         |           |                          
|                                                                    |                               |   | 2001                    |           | 2000                      |   | 2001       |           | 2000
|                                                                    |                               |   |                         |           |                           |   |            |           |     
|REVENUES:                                                           |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|                                                                    | Resort facilities             |   | $                       | 4,344,924 |                           |   | $          | 5,131,088 |      |   | $          | 12,125,179 |  |   | $          | 12,600,061 | 
|                                                                    | Food and beverage             |   |                         | 3,729,347 |                           |   |            | 5,767,012 |      |   |            | 9,063,946  |  |   |            | 11,111,403 | 
|                                                                    | Golf                          |   |                         | 3,255,311 |                           |   |            | 3,998,690 |      |   |            | 9,039,471  |  |   |            | 9,372,278  | 
|                                                                    | Other                         |   |                         | 1,388,904 |                           |   |            | 1,663,257 |      |   |            | 3,315,542  |  |   |            | 3,302,004  | 
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|                                                                    |                               |   | 12,718,486              |           |                           |   | 16,560,047 |           |      |   | 33,544,138 |            |  |   | 36,385,746 |           
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|COST AND OPERATION EXPENSES:                                        |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|                                                                    | Resort facilities             |   |                         | 3,095,991 |                           |   |            | 3,667,801 |      |   |            | 7,947,526  |  |   |            | 8,530,104  | 
|                                                                    | Food and beverage             |   |                         | 2,482,346 |                           |   |            | 2,834,018 |      |   |            | 5,698,239  |  |   |            | 5,705,804  | 
|                                                                    | Golf                          |   |                         | 1,687,272 |                           |   |            | 1,987,189 |      |   |            | 3,657,889  |  |   |            | 4,040,569  | 
|                                                                    | Other                         |   |                         | 2,320,834 |                           |   |            | 2,976,038 |      |   |            | 5,222,906  |  |   |            | 5,827,321  | 
|                                                                    | General and administrative    |   |                         | 1,308,013 |                           |   |            | 1,593,790 |      |   |            | 2,914,662  |  |   |            | 3,425,041  | 
|                                                                    | Depreciation and amortization |   |                         | 968,283   |                           |   |            | 995,771   |      |   |            | 1,936,567  |  |   |            | 1,951,543  | 
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|                                                                    |                               |   | 11,862,739              |           |                           |   | 14,054,607 |           |      |   | 27,377,789 |            |  |   | 29,480,382 |           
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|INCOME BEFORE INCOME/(LOSS) ON
ASSET HELD FOR SALE AND LEASED ASSET |                               |   | 855,747                 |           |                           |   | 2,505,440  |           |      |   | 6,166,349  |            |  |   | 6,905,364  |           
|INCOME/(LOSS) ON ASSET HELD FOR SALE
AND LEASED ASSET               |                               |   | 393,770                 |           |                           |   | (458,615   | )         |      |   | (270,911   | )          |  |   | (1,257,452 | )         
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|OPERATING INCOME                                                    |                               |   | 1,249,517               |           |                           |   | 2,046,825  |           |      |   | 5,895,438  |            |  |   | 5,647,912  |           
|INTEREST, NET                                                       |                               |   | 2,490,959               |           |                           |   | 2,412,075  |           |      |   | 4,912,157  |            |  |   | 4,859,357  |           
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|(LOSS)/INCOME BEFORE DIVIDEND
REQUIREMENTS ON PREFERRED STOCK       |                               |   | (1,241,442              | )         |                           |   | (365,250   | )         |      |   | 983,281    |            |  |   | 788,555    |           
|DIVIDEND REQUIREMENTS ON
PREFERRED STOCK                            |                               |   | 64,077                  |           |                           |   | 64,077     |           |      |   | 128,154    |            |  |   | 128,154    |           
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           
|NET (LOSS)/INCOME AVAILABLE
TO COMMON SHAREHOLDER                   |                               | $ | (1,305,519              | )         |                           | $ | (429,327   | )         |      | $ | 855,127    |            |  | $ | 660,401    |           
|                                                                    |                               |   |                         |           |                           |   |            |           |      |   |            |            |  |   |            |           

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

Page 4



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GOLF HOST RESORTS, INC AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT

|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  
|------------------------------------------ |  | ------------ | ----- | --------------- |  | ------- | ----- | ----------- |  | ------------- | --------- | ------- |  | ------- | --------- |  |  | - | ----------- | - |  | - | ----------- | - |  | - | ----------- | -
|                                           |  | $1 Par Value |       | 5.6% Cumulative |  |         |       |             |  |               |           |         |  |         |           | 
|                                           |  | Common Stock |       | Preferred Stock |  |         |       |             |  |               |           |         |  | Total  
|                                           |  |              |       |                 |  | Paid-In |       | Accumulated |  | Shareholder's
|                                           |  | Shares       |       | Amount          |  | Shares  |       | Amount      |  | Capital       |           | Deficit |  | Deficit
|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |        
|Balance, December 31, 1999                 |  |              | 5,000 |                 |  | $       | 5,000 |             |  |               | 4,577,000 |         |  | $       | 4,577,000 |  |  | $ | (13,557,000 | ) |  | $ | (12,481,706 | ) |  | $ | (21,456,706 | )
|Net loss available to
common shareholder   |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | (15,062,942 | ) |  |   | (15,062,942 | )
|Distribution to shareholder                |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | (6,199,596  | ) |  |   | (6,199,596  | )
|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  
|Balance, December 31, 2000                 |  |              | 5,000 |                 |  |         | 5,000 |             |  |               | 4,577,000 |         |  |         | 4,577,000 |  |  |   | (13,557,000 | ) |  |   | (33,744,244 | ) |  |   | (42,719,244 | )
|Net income available to
common shareholder |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | 855,127     |   |  |   | 855,127     |  
|Distribution to shareholder                |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | (3,928,335  | ) |  |   | (3,928,335  | )
|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  
|Balance, June 30, 2001 (unaudited)         |  |              | 5,000 |                 |  | $       | 5,000 |             |  |               | 4,577,000 |         |  | $       | 4,577,000 |  |  | $ | (13,557,000 | ) |  | $ | (36,817,452 | ) |  | $ | (45,792,452 | )
|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  

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

Page 5



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(unaudited)

|                                                                    |                                                                         |                                                 |         |            |            |      |           |            |            |  
|------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------- | ------- | ---------- | ---------- | ---- | --------- | ---------- | ---------- | -
|                                                                    |                                                                         |                                                 |         | 2001       |            | 2000
|                                                                    |                                                                         |                                                 |         |            |            |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                               |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    | Net income before dividend requirements
on preferred stock              |                                                 | $       | 983,281    |            |      | $         | 788,555    |           
|                                                                    | Adjustments to reconcile net income to net cash
provided by operations: |                                                 |         |            |            |      |           |            |           
|                                                                    |                                                                         | Depreciation and amortization                   |         |            | 1,936,567  |      |           |            | 1,951,543  |  
|                                                                    |                                                                         | Early extinguishment of debt                    |         |            |           |      |           |            | (595,193   | )
|                                                                    |                                                                         | Provision for bad debts                         |         |            | 222,807    |      |           |            | 68,100     |  
|                                                                    |                                                                         | Gain from sale of assets held for sale          |         |            | (1,164,911 | )    |           |            |           |  
|                                                                    |                                                                         | Changes in operating working capital            |         |            | (157,373   | )    |           |            | 571,446    |  
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    |                                                                         | Cash provided by operations                     |         |            | 1,820,371  |      |           |            | 2,784,451  |  
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                               |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    | Proceeds from sale of assets held for sale                              |                                                 |         | 3,928,635  |            |      |           |           |           
|                                                                    | Increase in assets held for sale                                        |                                                 |         | (47,624    | )          |      |           |           |           
|                                                                    | Increase in other assets                                                |                                                 |         | (25,254    | )          |      |           | (20,487    | )         
|                                                                    | Purchases of property and equipment                                     |                                                 |         | (352,682   | )          |      |           | (164,031   | )         
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    |                                                                         | Cash provided by (used in) investing activities |         |            | 3,503,075  |      |           |            | (184,518   | )
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                               |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    | Distribution to shareholders                                            |                                                 |         | (3,928,335 | )          |      |           |           |           
|                                                                    | Repayment of debt                                                       |                                                 |         | (664,679   | )          |      |           | (161,972   | )         
|                                                                    | Repayment of line of credit                                             |                                                 |         | (667,141   | )          |      |           | (1,331,328 | )         
|                                                                    | Increases in other long-term liabilities                                |                                                 |         | 71,056     |            |      |           | 318,785    |           
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    |                                                                         | Cash used in financing activities               |         |            | (5,189,099 | )    |           |            | (1,174,515 | )
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|NET INCREASE IN CASH                                                |                                                                         |                                                 | 134,347 |            |            |      | 1,425,418 |           
|CASH, BEGINNING OF PERIOD                                           |                                                                         |                                                 | 565,400 |            |            |      | 131,440   |           
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|CASH, END OF PERIOD                                                 |                                                                         | $                                               | 699,747 |            |            | $    | 1,556,858 |           
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|NONCASH FINANCING AND INVESTING
ACTIVITIES:                         |                                                                         |                                                 |         |            |            |      |           |           
|The Company satisfied its preferred
stock dividend liability to GHI |                                                                         |                                                 |         |            |            |      |           |           
|                                                                    | through the intercompany account                                        |                                                 | $       | 128,154    |            |      | $         | 128,154    |           
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           
|Transfer from fixed assets to assets held for sale                  |                                                                         | $                                               | 281,100 |            |            | $    |          |           
|                                                                    |                                                                         |                                                 |         |            |            |      |           |           

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

Page 6



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PREPARATION

The financial statements for December 31, 2000 were prepared assuming the
Company will continue as a going concern. As discussed in the notes to
consolidated financial statements on Form 10-K dated December 31, 2000, the
Company has suffered recurring losses from operations, has negative working
capital and has a shareholders deficit that raise substantial doubt about its
ability to continue as a going concern. Managements plans in regard to these
matters are also discussed in the footnotes. Additionally, as described in Note
12 of the notes to consolidated financial statements on Form 10-K, subsequent to
December 31, 2000 the Company has defaulted under the terms of its debt
agreement and is a defendant to a class action lawsuit. These financial
statements do not include any adjustments that might result from the outcome of
the uncertainties.

These financial statements and related notes are presented for interim periods
on a going concern basis in accordance with the requirements of Form 10-Q and,
consequently, do not include all disclosures normally provided in the Companys
Annual Report on Form 10-K. Accordingly, these financial statements and related
notes should be read in conjunction with the Companys Annual Report on Form
10-K for the year ended December 31, 2000.

The accompanying balance sheet for June 30, 2001, and statements of operations
and cash flows for the periods ended June 30, 2001 and 2000, are unaudited but
reflect all adjustments which are, in the opinion of management, necessary for a
fair presentation of the results for the interim periods presented on a going
concern basis. All such adjustments are of a normal recurring nature.

The Companys business is seasonal. Therefore, the results of operations for the
interim periods shown in this report are not necessarily indicative of results
to be expected for the fiscal years.

Certain prior year balances have been reclassified to conform with the current
year presentation.

(2) ASSET HELD FOR SALE

On May 4, 2001, the Company sold the remaining land parcel at Innisbrook
included in asset held for sale as of December 31, 2000 for $4,578,000. Net
proceeds of $3,929,000 were distributed by the Company to its shareholder.

(3) LONG-TERM OBLIGATIONS

Long-term obligations consist of the following:

|                                                                  |  |          |            |              |  |   |            |  
|----------------------------------------------------------------- |  | -------- | ---------- | ------------ |  | - | ---------- | -
|                                                                  |  | June 30, |            | December 31,
|                                                                  |  | 2001     |            | 2000        
|                                                                  |  |          |            |             
|Participating mortgage note at varying pay
rates maturing in 2027 |  | $        | 69,975,000 |              |  | $ | 69,975,000 |  
|$9,000,000 participation mortgage
note credit facility            |  |          | 9,000,000  |              |  |   | 9,000,000  |  
|Mortgage note at 6.34%,
maturing in 2002                          |  |          | 2,668,000  |              |  |   | 3,167,921  |  
|Capital leases ranging from 1.89% to 10.76%                       |  |          | 793,618    |              |  |   | 958,376    |  
|                                                                  |  |          |            |              |  |   |            |  
|                                                                  |  |          | 82,436,618 |              |  |   | 83,101,297 |  
|Less current maturities                                           |  |          | (3,034,453 | )            |  |   | (862,058   | )
|                                                                  |  |          |            |              |  |   |            |  
|                                                                  |  | $        | 79,402,165 |              |  | $ | 82,239,239 |  
|                                                                  |  |          |            |              |  |   |            |  

Page 7



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) LONG-TERM OBLIGATIONS CONT.

On May 22, 2001, Golf Trust of America, Inc. (GTA), the lender on the
$78,975,000 participating mortgage, announced that its shareholders approved a
plan for its liquidation. The impact of GTAs plan of its liquidation on the
Company, if any, is uncertain.

(4) CONTINGENCIES

The Company has been named as a defendant in consolidated class action lawsuit
whereby the plaintiffs allege breaches of contract, including breaches in
connection with the Rental Pool Master Lease Agreement. The plaintiffs are
seeking unspecified damages and declaratory judgement declaring that the
plaintiffs are entitled to participate in the rental pool if one exits and a
limitation of golf course access to persons who are either condominium owners,
members, their accompanied guests, or guests of the resort. Deposition of class
members and others, including depositions of prior executives of Golf Host
Resorts, have been taken and additional discovery remains. A court
date of February 3, 2003 has been set. As this litigation is still in its early stages, the Company is not
yet able to determine whether the resolution of this matter will have a material
adverse effect on the Companys financial condition or results of operations
although the Company believes it has successful defenses and intends to
vigorously defend this action.

(5) TAMARRONS RESULTS OF OPERATIONS

The Company assumes responsibility for the net income (loss) of Tamarron under
the terms of the lease agreement between the Company and Golf Host II, Inc.
entered into during 2000. The net loss is as follows and is included in loss on
assets held for sale and leased asset in the statement of operations:

|                           |                            |   |                  |           |               |   |          |         | 
|-------------------------- | -------------------------- | - | ---------------- | --------- | ------------- | - | -------- | ------- | 
|                           |                            |   | Six months ended |           | 19 days ended
|                           |                            |   | June 30,         |           | June 30,     
|                           |                            |   | 2001             |           | 2000         
|                           |                            |   |                  |           |              
|Revenue:                   |                            |   |                  |           |               |   |          |        
|                           | Hotel                      |   | $                | 1,212,509 |               |   | $        | 123,355 | 
|                           | Food and beverage          |   |                  | 953,377   |               |   |          | 120,212 | 
|                           | Golf                       |   |                  | 646,998   |               |   |          | 69,539  | 
|                           | Other                      |   |                  | 914,606   |               |   |          | 83,568  | 
|                           |                            |   |                  |           |               |   |          |        
|                           |                            |   | 3,727,490        |           |               |   | 396,674  |        
|                           |                            |   |                  |           |               |   |          |        
|Costs & operating expense: |                            |   |                  |           |               |   |          |        
|                           | Hotel                      |   |                  | 534,570   |               |   |          | 67,127  | 
|                           | Food and beverage          |   |                  | 699,003   |               |   |          | 87,936  | 
|                           | Golf                       |   |                  | 361,703   |               |   |          | 42,580  | 
|                           | Other                      |   |                  | 1,275,205 |               |   |          | 122,196 | 
|                           | General and administrative |   |                  | 2,235,375 |               |   |          | 201,199 | 
|                           | Interest expense           |   |                  | 57,456    |               |   |          |        | 
|                           |                            |   |                  |           |               |   |          |        
|                           |                            |   | 5,163,312        |           |               |   | 521,038  |        
|                           |                            |   |                  |           |               |   |          |        
|Net loss                   |                            | $ | (1,435,822       | )         |               | $ | (124,364 | )      
|                           |                            |   |                  |           |               |   |          |        

Page 8



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##### 



GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) SUBSEQUENT EVENTS

The Company was informed by GTA on November 29, 2001 that the Company is in
default on the $78,975,000 participating mortgage with GTA arising from the
Companys failure to pay the October 2001 interest payment. GTA has asserted its
right to accelerate payment of the total outstanding principal amounts.

As a result of the default, Wells Fargo Business Credit, Inc. has elected to
terminate their credit line with the Company effective May 23, 2002. The Company
expects to develop a replacement facility upon reaching a resolution with GTA.

As of July 2002, the Company is seeking to negotiate a Settlement Agreement with
GTA. In connection with the proposed Settlement Agreement, the Company would
transfer to GTA the resort property, three condominium properties located at
the Innisbrook Resort, the Companys GTA stock interests, and all rights, title,
and interests of the Company under existing contracts and agreements. In
addition, the Company would provide a limited indemnity to defend and hold
harmless GTA (and its affiliates) from and against any and all costs,
liabilities, claims, losses, judgements or damages arising out of or in
connection with the Class Action Lawsuit, as well as liabilities accruing on or
before the closing date relating to employee benefits and liabilities for
contracts or agreements not disclosed by the Company to GTA. In return, it is
anticipated that GTA would deliver to the Company a duly executed release. No
Settlement Agreement has yet been signed and no terms are definite. Neither GTA
nor any of its affiliates is under any obligation to continue to negotiate with
the Company or to execute the Settlement Agreement and could initiate
foreclosure proceedings and pursue its other remedies at any time.

On November 19, 2001, GH II, an affiliated company and lessor of Tamarron, sold
Tamarron for $9,500,000. A portion of the proceeds were contributed to the
Company as a capital contribution and were used to settle the remaining balance
due under the $5 million mortgage note from the previous owners.

A revised Master Lease Agreement (Revised MLA) has been presented to the
rental pool participants, effective January 1, 2002, resulting from the
expiration of the existing Master Lease Agreement (MLA) between the Company
and rental pool participants under the existing Master Lease Agreement on
December 31, 2001. On an annual basis, beginning in 2002 each condominium owner
will elect to participate in either the Revised MLA or the Guaranteed Master
Lease Agreement (GMLA). As of December 26, 2001, 605 rental units had elected
participation in the Revised MLA and 13 in the GMLA. The Revised MLA provides
for Adjusted Gross Revenues, as defined, to be divided 40% to the Innisbrook
rental pool participants and 60% to the Company. In addition, the Company has
agreed as part of the Revised MLA, to reimburse participants in the Revised MLA
for up to 50% of actual unit refurbishment costs. If the Company proves
unsuccessful in its defenses in the class-action lawsuit (Note 4), any rental
pool participant who elects, subject to the Revised MLA, will forego
reimbursement by the Company for renovations or offset against future quarterly
distributions equal to their pro-rata amount of the class-action settlement
proceeds.

On October 3, 2001, the FASB issued FASB Statement No. 144 (FAS 144),
Accounting for the Impairment or Disposal of long-lived Assets. FAS 144 excludes
goodwill from its scope and, therefore, eliminates the requirement to allocate
goodwill to long-lived assets to be tested for impairment. The provisions of FAS
144 will be effective for fiscal years beginning after December 15, 2001. The
Company has not completed the process of evaluating the impact that will result
from adopting FAS 144.

Page 9



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##### 



GOLF HOST RESORTS, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Quarter Ended June 30, 2001

During the second quarter of 2001, the Company has continued to experience a
downturn in resort business as a result of an overall decline in the
hotel golf resort industry. Occupancy percentages declined 10.8% (3,905 room
nights) from the same period last year. Revenue per room night also fell short
of the prior year results by $63.66. Average guest spending went from $458.09 in
2000, down to $394.43 per room night, or about 14%. The downturn of group
business and the related planned functions caused a net reduction in gross
revenue of $3,841,561 for the second quarter comparative numbers. Operating expenses
declined by $2,191,868, or 15.6%; however, operating income for the quarter of $855,747
was $1,649,693 less than the same period last year.

Interest expense was approximately $79,000 greater in the current quarter over
last year. Approximately $108,000 of this increase relates to the Golf Trust of
Americas annual contractual escalator of 5%. Offsetting this contractual
increase was a reduction of interest expense of approximately $29,000 due to a
reduced utilization of the Accounts Receivable revolving credit line.

Year to Date June 30, 2001

During the six months ended June 30, gross revenues decreased $2,841,608, or
7.8%, from the same period in 2000. Room nights for the six months
ended were down 5,325 as compared to the 2000 period. Total rooms sold were 70,466 and 75,791
for the six months ended June 2001 and 2000, respectively. While overall revenue
was less than last year due to the reduced room nights, the average daily room
rate and golf revenue per round achieved gains of 3.5% and 9.2%, respectively.

Operating expenses for the six months were reduced 7.1% from the
prior year. The expenses decreased from $29,480,382 in 2000, to $27,377,789 in
2001. With the reduction in revenue partially offset by a reduction in expenses,
the Company had a reduction of $739,015 in operating income, or 10.7% for the
six-month comparative period.

Interest expense for 2001 exceeded the 2000 amount
by $52,800. This is
due to the contractual increase in the Golf Trust of Americas obligation in the
aggregate of $216,000, offset by reductions in the utilization of the
Accounts Receivable credit line.

During the six months ended June 30, 2001, the Company set aside capital
reserves in the amount of $1,186,968. Of this amount, the Company invested
$485,951 in the property, plant and equipment. These funds were used to finalize
the Highlands Clubhouse renovation, repair the Island Clubhouse roof and water
heater, replace the Innisbrook property water softener, fund the propertys golf
cart lease and certain golf course equipment and upgrade and maintain the
computer systems and software.

Page 10



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##### 



Financial Condition and Liquidity

The Companys working capital position (exclusive of Assets Held for Sale) has
dropped to a deficit of $14,468,038. This reduction from the December 31, 2000
deficit of $12,903,543 is primarily the result of the reclassification of the
long-term note payable of $2,668,000, due to the prior shareholders from long
term to short term. That note is due to be retired in June 2002. The Company
ultimately retired the obligation with the proceeds from the sale of the
Tamarron property in November 2001.

The Company continues to experience seasonal fluctuations in its net working
capital position. These fluctuations are managed through the utilization of an
Accounts Receivable revolving credit line of $3,000,000 and advances from Westin
Hotel Corporation under the annual guarantee agreement. Management believes
that the Company will have to restructure the GTA loan for the economic viability of the
Resort.

The Company was informed by GTA on November 29, 2001 that the company is in
default on the $78,975,000 participating mortgages with GTA arising from the
Companys failure to pay the October 2001 interest payment. GTA has asserted its
right to accelerate payment of the total outstanding principal amounts.

As of July 2002, the Company is seeking to negotiate a Settlement Agreement with
GTA. In connection with the proposed Settlement Agreement, the Company would
transfer to GTA the resort property, three condominium properties located at the
Innisbrook Resort, the Companys GTA stock interests, and all rights, title and
interests of the Company under existing contracts and agreements. In addition,
the Company would provide a limited indemnity to defend and hold harmless GTA
(and its affiliates) from and against any and all costs, liabilities, claims,
losses, judgments or damages arising out of or in connection with the Class
Action Lawsuit, as well as liabilities accruing on or before the closing date
relating to employee benefits and liabilities for contracts or agreements not
disclosed by the Company to GTA. In return, it is anticipated that GTA would
deliver to the Company a duly executed release. No Settlement Agreement has yet
been signed and no terms are definite. Neither GTA nor any of its affiliates is
under any obligation to continue negotiating with the Company or to execute the
Settlement Agreement and could initiate foreclosure proceedings and pursue its
other remedies at any time.

Page 11



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##### 



PART II  OTHER INFORMATION

Item 1.Legal Proceedings

The Company has been named as a defendant in consolidated class action lawsuit
whereby the plaintiffs allege breaches of contract, including breaches in
connection with the Rental Pool Master Lease Agreement. The plaintiffs are
seeking unspecified damages and declaratory judgement declaring that the
plaintiffs are entitled to participate in the rental pool if one exits and a
limitation of golf course access to persons who are either condominium owners,
members, their accompanied guests, or guests of the resort. Deposition of class
members and others, including depositions of prior executives of Golf Host
Resorts, have been taken and additional discovery remains. A court
date of February 3, 2003 has been set. As this litigation is still in its early stages, the Company is not
yet able to determine whether the resolution of this matter will have a material
adverse effect on the Companys financial condition or results of operations
although the Company believes it has successful defenses and intends to
vigorously defend this action.

Item 2.Changes in Securities

Not applicable.

Item 3.Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5.Other Information

Pursuant to an agreement with the SEC staff, included in this 10-Q filing are
unaudited financial statements of the Innisbrook Rental Pool Lease Operation and
the Tamarron Rental Pool Lease Operation for the quarter ended June 30, 2001 and
2000.

Page 12



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##### 



RENTAL POOL LEASE OPERATIONS

The following unaudited financial statements of the Innisbrook Rental Pool Lease
Operation and the Tamarron Rental Pool Lease Operation (the Rental Pools) are
for the quarters and six months ended June 30, 2001 and 2000.

The operations of the Rental Pools are tied closely to that of Golf Host
Resorts, Inc. (the Company), and provide for distribution of a percentage of the
Companys room revenues, as defined in the Rental Pool Master Lease Agreements,
to participating condominium owners (Participants).

The Innisbrook Rental Pool Lease Operation is party to lease agreements with an
affiliated entity, whose ability to continue as a going concern is in
substantial doubt.

The operations of the Rental Pools are more fully discussed in Form 10-K, for
the fiscal year ended December 31, 2000 (file No. 2-64309).

Page 13



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##### 



INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS

|                                                        |  |   |           |  |  |             |           |              |  |  |  | 
|------------------------------------------------------- |  | - | --------- |  |  | ----------- | --------- | ------------ |  |  |  | 
|                                                        |  |   |           |  |  | June 30,    |           | December 31,
|                                                        |  |   |           |  |  | 2001        |           | 2000        
|                                                        |  |   |           |  |  |             |           |             
|                                                        |  |   |           |  |  | (unaudited) |           |              |  | 
|DISTRIBUTION FUND                                      
|                                                       
|ASSETS                                                 
|                                                       
|RECEIVABLE FROM GOLF HOST RESORTS, INC
FOR DISTRIBUTION |  | $ | 1,542,890 |  |  | $           | 1,579,097 |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND        |  |   | 25,144    |  |  |             | 45,643    |             
|                                                        |  |   |           |  |  |             |           |             
|                                                        |  | $ | 1,568,034 |  |  | $           | 1,624,740 |             
|                                                        |  |   |           |  |  |             |           |             
|LIABILITIES AND PARTICIPANTS FUND BALANCES            
|                                                       
|DUE TO PARTICIPANTS FOR DISTRIBUTION                    |  | $ | 1,197,210 |  |  | $           | 1,285,558 |             
|DUE TO MAINTENANCE ESCROW FUND                          |  |   | 370,824   |  |  |             | 339,182   |             
|                                                        |  |   |           |  |  |             |           |             
|                                                        |  | $ | 1,568,034 |  |  | $           | 1,624,740 |             
|                                                        |  |   |           |  |  |             |           |             
|MAINTENANCE ESCROW FUND                                
|                                                       
|ASSETS                                                 
|                                                       
|CASH AND CASH EQUIVALENTS                               |  | $ | 2,258,627 |  |  | $           | 2,517,396 |             
|RECEIVABLE FROM DISTRIBUTION FUND                       |  |   | 370,824   |  |  |             | 339,182   |             
|CONSTRUCTION WORK IN PROGRESS                           |  |   |          |  |  |             | 11,484    |             
|INTEREST RECEIVABLE                                     |  |   | 22,724    |  |  |             | 27,301    |             
|                                                        |  |   |           |  |  |             |           |             
|                                                        |  | $ | 2,652,175 |  |  | $           | 2,895,363 |             
|                                                        |  |   |           |  |  |             |           |             
|LIABILITIES AND PARTICIPANTS FUND BALANCES            
|                                                       
|ACCOUNTS PAYABLE                                        |  | $ | 2,017     |  |  | $           | 760,544   |             
|CONSTRUCTION RETAINAGE                                  |  |   | 48,033    |  |  |             | 154,419   |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                   |  |   | 25,144    |  |  |             | 45,643    |             
|CARPET CARE RESERVE                                     |  |   | 24,263    |  |  |             | 4,856     |             
|PARTICIPANTS FUND BALANCES                             |  |   | 2,552,718 |  |  |             | 1,929,901 |             
|                                                        |  |   |           |  |  |             |           |             
|                                                        |  | $ | 2,652,175 |  |  | $           | 2,895,363 |             
|                                                        |  |   |           |  |  |             |           |             

These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

Page 14



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##### 



INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(unaudited)

DISTRIBUTION FUND

|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |   |          |  
|------------------------------------------------- | ------------- | -------------------------------------- | ---------- | --------------- | -------- | ------------ | ---------- | ---- | -------- | ---- | ---------- | - | -------- | - | ---------- | - | -------- | -
|                                                  |               |                                        |            | Current Quarter |          | Year-to-Date
|                                                  |               |                                        |            |                 |          |             
|                                                  |               |                                        |            | 2001            |          | 2000         |            | 2001 |          | 2000
|                                                  |               |                                        |            |                 |          |              |            |      |          |     
|GROSS REVENUES                                    |               | $                                      | 3,958,629  |                 |          | $            | 5,012,349  |      |          | $    | 11,226,479 |   |          | $ | 12,387,505 |  
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|DEDUCTIONS:                                       |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|                                                  |               | Agents commissions                    |            |                 | 155,741  |              |            |      | 255,530  |      |            |   | 454,383  |   |            |   | 620,918  |  
|                                                  |               | Credit Card fees                       |            |                 | 30,528   |              |            |      | 40,071   |      |            |   | 81,793   |   |            |   | 88,434   |  
|                                                  |               | Audit fees                             |            |                 | 3,625    |              |            |      | 3,251    |      |            |   | 7,250    |   |            |   | 6,501    |  
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|                                                  |               |                                        | 189,894    |                 |          |              | 298,852    |      |          |      | 543,426    |   |          |   | 715,853    |  
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|ADJUSTED GROSS REVENUES                           |               |                                        | 3,768,735  |                 |          |              | 4,713,497  |      |          |      | 10,683,053 |   |          |   | 11,671,652 |  
|MANAGEMENT FEE                                    |               |                                        | (1,878,220 | )               |          |              | (2,348,432 | )    |          |      | (5,324,427 | ) |          |   | (5,816,593 | )
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|GROSS INCOME DISTRIBUTION                         |               |                                        | 1,890,515  |                 |          |              | 2,365,065  |      |          |      | 5,358,626  |   |          |   | 5,855,059  |  
|ADJUSTMENTS TO GROSS INCOME                       |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|                                                  | DISTRIBUTION: |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |   |         
|                                                  |               | Management fee                         |            |                 | (205,978 | )            |            |      | (259,799 | )    |            |   | (584,766 | ) |            |   | (644,365 | )
|                                                  |               | Marketing fee                          |            |                 | (112,352 | )            |            |      | (141,709 | )    |            |   | (318,964 | ) |            |   | (351,472 | )
|                                                  |               | Miscellaneous pooled expense           |            |                 | (18,670  | )            |            |      | (20,786  | )    |            |   | (40,800  | ) |            |   | (43,580  | )
|                                                  |               | Corporate complimentary occupancy fees |            |                 | 10,450   |              |            |      | 13,444   |      |            |   | 21,246   |   |            |   | 23,855   |  
|                                                  |               | Westin Associate room fees             |            |                 | 27,881   |              |            |      | 21,301   |      |            |   | 51,940   |   |            |   | 39,675   |  
|                                                  |               | Occupancy fees                         |            |                 | (415,730 | )            |            |      | (460,399 | )    |            |   | (900,093 | ) |            |   | (958,410 | )
|                                                  |               | Advisory Committee expenses            |            |                 | (51,623  | )            |            |      | (8,146   | )    |            |   | (88,249  | ) |            |   | (16,186  | )
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|NET INCOME DISTRIBUTION                           |               |                                        | 1,124,493  |                 |          |              | 1,508,971  |      |          |      | 3,498,940  |   |          |   | 3,904,576  |  
|ADJUSTMENTS TO NET INCOME DISTRIBUTION:           |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|                                                  |               | Occupancy fees                         |            |                 | 415,730  |              |            |      | 460,399  |      |            |   | 900,093  |   |            |   | 958,410  |  
|                                                  |               | Hospitality suite fees                 |            |                 |         |              |            |      | 135      |      |            |   |         |   |            |   | 135      |  
|                                                  |               | Greens fees                            |            |                 | 1,977    |              |            |      | 2,322    |      |            |   | 5,851    |   |            |   | 5,700    |  
|                                                  |               | Additional participation credit        |            |                 | 690      |              |            |      | 720      |      |            |   | 1,410    |   |            |   | 1,470    |  
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|AMOUNT AVAILABLE FOR DISTRIBUTION
TO PARTICIPANTS |               | $                                      | 1,542,890  |                 |          | $            | 1,972,547  |      |          | $    | 4,406,294  |   |          | $ | 4,870,291  |  
|                                                  |               |                                        |            |                 |          |              |            |      |          |      |            |   |          |   |            |  
|Average daily distribution                        |               | $                                      | 25.64      |                 |          | $            | 32.50      |      |          | $    | 37.43      |   |          | $ | 40.95      |  
|Average room rate                                 |               | $                                      | 122.77     |                 |          | $            | 138.65     |      |          | $    | 159.32     |   |          | $ | 163.44     |  
|Occupied room nights                              |               |                                        | 32,245     |                 |          |              | 36,150     |      |          |      | 70,466     |   |          |   | 75,791     |  
|Available room nights                             |               |                                        | 60,171     |                 |          |              | 60,701     |      |          |      | 117,720    |   |          |   | 118,929    |  
|Occupancy percentage                              |               |                                        | 53.6       | %               |          |              | 59.6       | %    |          |      | 59.9       | % |          |   | 63.7       | %
|Average number of available units                 |               |                                        | 661        |                 |          |              | 667        |      |          |      | 650        |   |          |   | 653        |  

These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

Page 15



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##### 



INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(unaudited)

|                             |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |            |   |  | 
|---------------------------- | -------------------------------------------------------------------- | - | --------- | ---------- | --------------- | - | ------------ | ---------- | ---- | - | --------- | ---------- | - | - | --------- | ---------- | - |  | 
|                             |                                                                      |   |           |            | Current Quarter |   | Year-to-date
|                             |                                                                      |   |           |            |                 |   |             
|                             |                                                                      |   |           |            | 2001            |   | 2000         |            | 2001 |   | 2000     
|                             |                                                                      |   |           |            |                 |   |              |            |      |   |          
|DISTRIBUTION FUND           
|                            
|BALANCE, beginning of period |                                                                      | $ |          |            |                 | $ |             |            |      | $ |          |            |   | $ |          |           
|ADDITIONS:                   |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|                             | Amount available for distribution                                    |   |           | 1,542,890  |                 |   |              | 1,972,547  |      |   |           | 4,406,294  |   |   |           | 4,870,291  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund         |   |           | 25,144     |                 |   |              | 56,707     |      |   |           | 49,316     |   |   |           | 112,692    |  
|REDUCTIONS:                  |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|                             | Amounts withheld for Maintenance Escrow Fund                         |   |           | (370,824   | )               |   |              | (410,031   | )    |   |           | (802,898   | ) |   |           | (854,302   | )
|                             | Amounts accrued or paid to participants                              |   |           | (1,197,210 | )               |   |              | (1,619,223 | )    |   |           | (3,652,712 | ) |   |           | (4,128,681 | )
|                             |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|BALANCE, end of period       |                                                                      | $ |          |            |                 | $ |             |            |      | $ |          |            |   | $ |          |           
|                             |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|                            
|MAINTENANCE ESCROW FUND     
|                            
|BALANCE, beginning of period |                                                                      | $ | 2,738,506 |            |                 | $ | 7,018,143    |            |      | $ | 1,929,901 |            |   | $ | 7,021,346 |           
|ADDITIONS:                   |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|                             | Amounts withheld from occupancy fees                                 |   |           | 370,824    |                 |   |              | 410,031    |      |   |           | 802,898    |   |   |           | 854,302    |  
|                             | Interest earned                                                      |   |           | 25,144     |                 |   |              | 56,707     |      |   |           | 49,316     |   |   |           | 112,692    |  
|                             | Receivable from Innisbrook                                           |   |           |           |                 |   |              |           |      |   |           | 397,412    |   |   |           |           |  
|                             | Charges to participants to establish
or restore escrow balances      |   |           | 23,449     |                 |   |              | 117,043    |      |   |           | 245,617    |   |   |           | 165,221    |  
|REDUCTIONS:                  |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|                             | Maintenance charges                                                  |   |           | (109,868   | )               |   |              | (125,068   | )    |   |           | (270,892   | ) |   |           | (226,786   | )
|                             | Carpet care reserve deposit                                          |   |           | (20,787    | )               |   |              | (21,577    | )    |   |           | (45,006    | ) |   |           | (41,480    | )
|                             | Interest accrued or paid to Distribution Fund                        |   |           | (25,144    | )               |   |              | (56,707    | )    |   |           | (49,316    | ) |   |           | (112,692   | )
|                             | Refunds to participants as prescribed by
the master lease agreements |   |           | (449,406   | )               |   |              | (148,810   | )    |   |           | (507,212   | ) |   |           | (522,841   | )
|                             |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           
|BALANCE, end of period       |                                                                      | $ | 2,552,718 |            |                 | $ | 7,249,762    |            |      | $ | 2,552,718 |            |   | $ | 7,249,762 |           
|                             |                                                                      |   |           |            |                 |   |              |            |      |   |           |            |   |   |           |           

These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

Page 16



---



##### 



TAMARRON RENTAL POOL LEASE OPERATION

BALANCE SHEETS

|                                                         |                        |   |         |        |  |             |         |              |  |  |  | 
|-------------------------------------------------------- | ---------------------- | - | ------- | ------ |  | ----------- | ------- | ------------ |  |  |  | 
|                                                         |                        |   |         |        |  | June 30,    |         | December 31,
|                                                         |                        |   |         |        |  | 2001        |         | 2000        
|                                                         |                        |   |         |        |  |             |         |             
|                                                         |                        |   |         |        |  | (unaudited) |         |              |  | 
|DISTRIBUTION FUND                                       
|                                                        
|ASSETS                                                  
|                                                        
|CASH                                                     |                        | $ | 1,000   |        |  | $           | 1,000   |             
|RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION |                        |   | 193,431 |        |  |             | 181,539 |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND         |                        |   | 922     |        |  |             | 1,549   |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                         |                        | $ | 195,353 |        |  | $           | 184,088 |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                        
|LIABILITIES AND PARTICIPANTS FUND BALANCES              |                        |   |         |        |  |             |         |             
|                                                        
|DUE TO PARTICIPANTS FOR DISTRIBUTION                     |                        | $ | 137,122 |        |  | $           | 152,957 |             
|DUE TO MAINTENANCE ESCROW FUND                           |                        |   | 58,231  |        |  |             | 31,131  |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                         |                        | $ | 195,353 |        |  | $           | 184,088 |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                        
|MAINTENANCE ESCROW FUND                                 
|                                                        
|ASSETS                                                  
|                                                        
|CASH AND CASH EQUIVALENTS                                |                        | $ | 97,330  |        |  | $           | 129,635 |             
|DUE FROM DISTRIBUTION FUND                               |                        |   | 58,231  |        |  |             | 31,131  |             
|INVENTORY:                                               |                        |   |         |        |  |             |         |             
|                                                         | Linen                  |   |         | 40,131 |  |             |         | 16,496       | 
|                                                         | Materials and supplies |   |         | 13,715 |  |             |         | 7,306        | 
|DEPOSITS                                                 |                        |   | 4,729   |        |  |             | 6,292   |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                         |                        | $ | 214,136 |        |  | $           | 190,860 |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                        
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|                                                        
|ACCOUNTS PAYABLE                                         |                        | $ | 2,954   |        |  | $           | 14,597  |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                    |                        |   | 922     |        |  |             | 1,549   |             
|PARTICIPANTS FUND BALANCES                              |                        |   | 210,260 |        |  |             | 174,714 |             
|                                                         |                        |   |         |        |  |             |         |             
|                                                         |                        | $ | 214,136 |        |  | $           | 190,860 |             
|                                                         |                        |   |         |        |  |             |         |             

These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

Page 17



---



##### 



TAMARRON RENTAL POOL LEASE OPERATION

STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(unaudited)

DISTRIBUTION FUND

|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |        |   |          |  
|----------------------------- | --------------------------------- | ------------- | -------------------------------------- | ------ | --------------- | ------- | ------------ | ------ | ---- | ------- | --------- | ------ | - | -------- | --------- | ------ | - | -------- | -
|                              |                                   |               |                                        |        | Current Quarter |         | Year-to-date
|                              |                                   |               |                                        |        |                 |         |             
|                              |                                   |               |                                        |        | 2001            |         | 2000         |        | 2001 |         | 2000     
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |          
|GROSS REVENUES                |                                   | $             | 517,459                                |        |                 | $       | 709,134      |        |      | $       | 1,125,285 |        |   | $        | 1,139,021 |       
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|DEDUCTIONS:                   |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|                              | Agents commissions               |               |                                        | 19,722 |                 |         |              | 12,279 |      |         |           | 46,806 |   |          |           | 40,498 |  
|                              | Sales and marketing expenses      |               |                                        | 38,809 |                 |         |              | 53,185 |      |         |           | 84,396 |   |          |           | 85,427 |  
|                              | Audit fees                        |               |                                        | 3,255  |                 |         |              | 3,255  |      |         |           | 6,510  |   |          |           | 6,510  |  
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|                              |                                   |               | 61,786                                 |        |                 |         | 68,719       |        |      |         | 137,712   |        |   |          | 132,435   |       
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|ADJUSTED GROSS REVENUES       |                                   |               | 455,673                                |        |                 |         | 640,415      |        |      |         | 987,573   |        |   |          | 1,006,586 |       
|MANAGEMENT FEE                |                                   |               | (257,836                               | )      |                 |         | (355,791     | )      |      |         | (523,786  | )      |   |          | (538,876  | )     
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|GROSS INCOME DISTRIBUTION     |                                   |               | 197,837                                |        |                 |         | 284,624      |        |      |         | 463,787   |        |   |          | 467,710   |       
|ADJUSTMENTS TO GROSS INCOME   |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|                              |                                   | DISTRIBUTION: |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |        |   |         
|                              |                                   |               | Corporate complimentary occupancy fees |        |                 | 875     |              |        |      | 590     |           |        |   | 1,644    |           |        |   | 1,123    |  
|                              |                                   |               | Occupancy fees                         |        |                 | (73,083 | )            |        |      | (70,835 | )         |        |   | (171,115 | )         |        |   | (132,992 | )
|                              |                                   |               | Designated items                       |        |                 | (20,689 | )            |        |      | (20,239 | )         |        |   | (31,734  | )         |        |   | (30,540  | )
|                              |                                   |               | Advisory Committee expenses            |        |                 | (5,281  | )            |        |      | (2,477  | )         |        |   | (7,455   | )         |        |   | (2,640   | )
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|POOLED INCOME                 |                                   |               | 99,659                                 |        |                 |         | 191,663      |        |      |         | 255,127   |        |   |          | 302,661   |       
|ADJUSTMENTS TO POOLED INCOME: |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|                              |                                   |               | Occupancy fees                         |        |                 | 73,083  |              |        |      | 70,835  |           |        |   | 171,115  |           |        |   | 132,992  |  
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|NET INCOME DISTRIBUTION       |                                   | $             | 172,742                                |        |                 | $       | 262,498      |        |      | $       | 426,242   |        |   | $        | 435,653   |       
|                              |                                   |               |                                        |        |                 |         |              |        |      |         |           |        |   |          |           |       
|                              | Average daily distribution        |               | $                                      | 7.89   |                 |         | $            | 10.94  |      |         | $         | 9.95   |   |          | $         | 9.14   |  
|                              | Average room rate                 |               | $                                      | 94.65  |                 |         | $            | 99.12  |      |         | $         | 87.87  |   |          | $         | 84.32  |  
|                              | Room nights                       |               |                                        | 5,467  |                 |         |              | 7,154  |      |         |           | 12,805 |   |          |           | 13,508 |  
|                              | Available Rooms                   |               |                                        | 21,900 |                 |         |              | 24,015 |      |         |           | 42,756 |   |          |           | 47,617 |  
|                              | Occupancy percentage              |               |                                        | 24.9   | %               |         |              | 29.8   | %    |         |           | 29.8   | % |          |           | 28.4   | %
|                              | Average number of available units |               |                                        | 240    |                 |         |              | 267    |      |         |           | 236    |   |          |           | 262    |  

These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

Page 18



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##### 



TAMARRON RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(unaudited)

|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          |   |  | 
|---------------------------- | --------------------------------------------------------------- | - | ------- | -------- | --------------- | - | ------------ | -------- | ---- | - | ------- | -------- | - | - | ------- | -------- | - |  | 
|                             |                                                                 |   |         |          | Current Quarter |   | Year-to-date
|                             |                                                                 |   |         |          |                 |   |             
|                             |                                                                 |   |         |          | 2001            |   | 2000         |          | 2001 |   | 2000   
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |        
|DISTRIBUTION FUND           
|BALANCE, beginning of period |                                                                 | $ |        |          |                 | $ |             |          |      | $ |        |          |   | $ |        |         
|ADDITIONS:                   |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|                             | Amounts available for distribution                              |   |         | 172,742  |                 |   |              | 262,498  |      |   |         | 425,677  |   |   |         | 435,653  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund    |   |         | 922      |                 |   |              | 1,231    |      |   |         | 2,045    |   |   |         | 1,374    |  
|REDUCTIONS:                  |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|                             | Amounts withheld for Maintenance Escrow Fund                    |   |         | (36,542  | )               |   |              | (35,419  | )    |   |         | (85,558  | ) |   |         | (66,499  | )
|                             | Amounts accrued or paid to participants                         |   |         | (137,122 | )               |   |              | (228,310 | )    |   |         | (342,164 | ) |   |         | (370,528 | )
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|BALANCE, end of period       |                                                                 | $ |        |          |                 | $ |             |          |      | $ |        |          |   | $ |        |         
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|                            
|MAINTENANCE ESCROW FUND     
|                            
|BALANCE, beginning of period |                                                                 | $ | 215,971 |          |                 | $ | 189,482      |          |      | $ | 174,714 |          |   | $ | 188,338 |         
|ADDITIONS:                   |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|                             | Amounts withheld from occupancy fees                            |   |         | 36,542   |                 |   |              | 35,419   |      |   |         | 85,558   |   |   |         | 66,499   |  
|                             | Interest earned                                                 |   |         | 922      |                 |   |              | 1,231    |      |   |         | 2,045    |   |   |         | 1,374    |  
|                             | Reimbursement of designated items                               |   |         | 20,689   |                 |   |              | 20,239   |      |   |         | 31,734   |   |   |         | 30,540   |  
|                             | Charges to participants to establish
or restore escrow balances |   |         | 13,837   |                 |   |              | 94,378   |      |   |         | 41,609   |   |   |         | 101,858  |  
|REDUCTIONS:                  |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|                             | Maintenance and inventory charges                               |   |         | (53,503  | )               |   |              | (94,867  | )    |   |         | (86,508  | ) |   |         | (124,049 | )
|                             | Refurbishing charges                                            |   |         |         |                 |   |              |         |      |   |         |         |   |   |         |         |  
|                             | Interest accrued or paid to
Distribution Fund                   |   |         | (922     | )               |   |              | (1,231   | )    |   |         | (2,045   | ) |   |         | (1,374   | )
|                             | Designated items                                                |   |         | (20,689  | )               |   |              | (20,239  | )    |   |         | (31,734  | ) |   |         | (30,540  | )
|                             | Refunds to participants as prescribed
by Master Lease Agreement |   |         | (2,587   | )               |   |              | (8,796   | )    |   |         | (5,113   | ) |   |         | (17,030  | )
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         
|BALANCE, end of period       |                                                                 | $ | 210,260 |          |                 | $ | 215,616      |          |      | $ | 210,260 |          |   | $ | 215,616 |         
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |         

These statements were prepared from the books and records of the Rental Pool
without audit and, in the opinion of management, include all adjustments which
are necessary for a fair presentation.

Page 19



---



##### 



Item 6.Exhibits and Reports on Form 8-K

(a)  Exhibits



|     |                                                                                                 
|---- | ------------------------------------------------------------------------------------------------
|99.1 | President Certification required under
Section 906 of Sarbanes-Oxley Act 2002.                  
|    
|99.2 | Principal Financial Officer Certification required under
Section 906 of Sarbanes-Oxley Act 2002.

(b)  Reports on Form 8-K



| |     
| | ----
| | None

Page 20



---



##### 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

GOLF HOST RESORTS, INC.
For the quarter ended June 30, 2001

|                          |  |     |  |                                                                                          
|------------------------- |  | --- |  | -----------------------------------------------------------------------------------------
|Date:  September 20, 2002 |  | By: |  | /s/ Merrick KleemanMerrick Kleeman
President                                             
|                         
|                          |  |     |  |                                                                                          
|                         
|Date:  September 20, 2002 |  | By: |  | /s/ R. Keith WiltR. Keith Wilt
Vice President and Treasurer
(Principal Financial Officer)

Page 21



---



##### 



SECTION 302 CERTIFICATION

CERTIFICATION

I, Merrick Kleeman, certify that:

|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | I have reviewed this quarterly report on Form 10-Q of Golf
Host Resorts, Inc;                                                                                                                                                                                                                                                                                                            
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|2. |  | Based on my knowledge, this quarterly report does not
contain any untrue
statement of a material fact or omit to state a material fact
necessary to make
the statements made, in light of the circumstances under which
such statements
were made, not misleading with respect to the period covered by
this quarterly
report;                                                           
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|3. |  | Based on my knowledge, the financial statements, and other
financial information
included in this quarterly report, fairly present in all material
respects the
financial condition, results of operations and cash flows of the
registrant as of,
and for, the periods presented in the quarterly report;                                                                               
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|4. |  | The registrants other certifying officers and I are
responsible for establishing and
maintaining disclosure control procedures (as defined in Exchange
Act Rules 13a  14 and 15d  14) for the registrant and have:                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | a.                                                                                                                                                                                                                                                                                                                                                                                        |  | designed such disclosure controls and
procedures to ensure that material
information relating to the registrant, including its
consolidated
subsidiaries, is made known to us by others within those
entities,
particularly during the period in which this quarterly
report is being
prepared;
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | b.                                                                                                                                                                                                                                                                                                                                                                                        |  | evaluated the effectiveness of the registrants
disclosure controls and
procedures as of a date within 90 days prior to the filing
date of this
quarterly report (the Evaluation Date); and                                                                                                  
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | c.                                                                                                                                                                                                                                                                                                                                                                                        |  | presented in this quarterly report our
conclusions about the effectiveness
of the disclosure controls and procedures based on our
evaluation as of
the Evaluation Date;                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|5. |  | The registrants other certifying officers and I have
disclosed, based on our most
recent evaluation, to the registrants auditors and the audit
committee of the
registrants board of directors (or persons performing the
equivalent function):                                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | a.                                                                                                                                                                                                                                                                                                                                                                                        |  | all significant deficiencies in the design or
operation of internal controls
which could adversely affect the registrants ability to
record, process,
summarize and report financial data and have identified for
the registrants auditors any material weaknesses in
internal controls; and 
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | b.                                                                                                                                                                                                                                                                                                                                                                                        |  | any fraud, whether or not material, that
involves management or other
employees who have a significant role in the registrants
internal controls; and                                                                                                                                         
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|6. |  | The registrants other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our more recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|      |  |                  |  |                                       
|----- |  | ---------------- |  | --------------------------------------
|Date: |  | October 30, 2002 |  | /s/ Merrick Kleeman                   
|      |  |                  |  |                                       
|      |  |                  |  | Name: Merrick Kleeman
Title: President





---



##### 



SECTION 302 CERTIFICATION

CERTIFICATION

I, R. Keith Wilt, certify that:

|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | I have reviewed this quarterly report on Form 10-Q of Golf
Host Resorts, Inc;                                                                                                                                                                                                                                                                                                            
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|2. |  | Based on my knowledge, this quarterly report does not
contain any untrue
statement of a material fact or omit to state a material fact
necessary to make
the statements made, in light of the circumstances under which
such statements
were made, not misleading with respect to the period covered by
this quarterly
report;                                                           
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|3. |  | Based on my knowledge, the financial statements, and other
financial information
included in this quarterly report, fairly present in all material
respects the
financial condition, results of operations and cash flows of the
registrant as of,
and for, the periods presented in the quarterly report;                                                                               
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|4. |  | The registrants other certifying officers and I are
responsible for establishing and
maintaining disclosure control procedures (as defined in Exchange
Act Rules 13a  14 and 15d  14) for the registrant and have:                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | a.                                                                                                                                                                                                                                                                                                                                                                                        |  | designed such disclosure controls and
procedures to ensure that material
information relating to the registrant, including its
consolidated
subsidiaries, is made known to us by others within those
entities,
particularly during the period in which this quarterly
report is being
prepared;
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | b.                                                                                                                                                                                                                                                                                                                                                                                        |  | evaluated the effectiveness of the registrants
disclosure controls and
procedures as of a date within 90 days prior to the filing
date of this
quarterly report (the Evaluation Date); and                                                                                                  
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | c.                                                                                                                                                                                                                                                                                                                                                                                        |  | presented in this quarterly report our
conclusions about the effectiveness
of the disclosure controls and procedures based on our
evaluation as of
the Evaluation Date;                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|5. |  | The registrants other certifying officers and I have
disclosed, based on our most
recent evaluation, to the registrants auditors and the audit
committee of the
registrants board of directors (or persons performing the
equivalent function):                                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | a.                                                                                                                                                                                                                                                                                                                                                                                        |  | all significant deficiencies in the design or
operation of internal controls
which could adversely affect the registrants ability to
record, process,
summarize and report financial data and have identified for
the registrants auditors any material weaknesses in
internal controls; and 
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|   |  | b.                                                                                                                                                                                                                                                                                                                                                                                        |  | any fraud, whether or not material, that
involves management or other
employees who have a significant role in the registrants
internal controls; and                                                                                                                                         
|   |  |                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                
|6. |  | The registrants other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our more recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|      |  |                  |  |                                                                                    
|----- |  | ---------------- |  | -----------------------------------------------------------------------------------
|Date: |  | October 11, 2002 |  | /s/ R. Keith Wilt                                                                  
|      |  |                  |  |                                                                                    
|      |  |                  |  | Name: R. Keith Wilt
Title: Vice President & Treasurer
(Principal Financial Officer)