##### 



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



For Quarter Ended September 30, 2001

Commission File no. 2-64309

GOLF HOST RESORTS, INC.

---

(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

---

(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



---



##### 



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

CONSOLIDATED BALANCE SHEETS

ASSETS(Substantially all pledged)

|                            |                                   |                      |            |               |           |              |            |           |            | 
|--------------------------- | --------------------------------- | -------------------- | ---------- | ------------- | --------- | ------------ | ---------- | --------- | ---------- | 
|                            |                                   |                      |            | September 30, |           | December 31,
|                            |                                   |                      |            | 2001          |           | 2000        
|                            |                                   |                      |            |               |           |             
|                            |                                   |                      |            | (unaudited)   |           |              |            |          
|CURRENT ASSETS:             |                                   |                      |            |               |           |              |            |          
|                            | Cash                              |                      | $          | 152,065       |           |              | $          | 565,400   |           
|                            | Restricted cash                   |                      |            | 1,652,860     |           |              |            | 1,219,289 |           
|                            | Accounts receivable, net          |                      |            | 2,234,894     |           |              |            | 4,865,607 |           
|                            | Other receivables                 |                      |            | 261,863       |           |              |            | 543,651   |           
|                            | Inventories and supplies          |                      |            | 1,302,049     |           |              |            | 1,606,935 |           
|                            | Prepaid expenses and other assets |                      |            | 275,998       |           |              |            | 197,399   |           
|                            |                                   |                      |            |               |           |              |            |          
|                            |                                   |                      | 5,879,729  |               |           |              | 8,998,281  |          
|                            | Assets held for sale              |                      |            |              |           |              |            | 2,435,000 |           
|                            |                                   |                      |            |               |           |              |            |          
|                            |                                   | Total current assets |            |               | 5,879,729 |              |            |           | 11,433,281 | 
|INTANGIBLES, net            |                                   |                      | 13,586,856 |               |           |              | 17,376,706 |          
|PROPERTY AND EQUIPMENT, net |                                   |                      | 40,099,298 |               |           |              | 41,768,369 |          
|OTHER ASSETS                |                                   |                      | 509,042    |               |           |              | 483,788    |          
|                            |                                   |                      |            |               |           |              |            |          
|                            |                                   | $                    | 60,074,925 |               |           | $            | 71,062,144 |          
|                            |                                   |                      |            |               |           |              |            |          

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

Page 2



---



##### 



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

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS DEFICIT

|                            |                                                                                               |                           |            |               |             |              |            |             |             | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------- | ---------- | ------------- | ----------- | ------------ | ---------- | ----------- | ----------- | 
|                            |                                                                                               |                           |            | September 30, |             | December 31,
|                            |                                                                                               |                           |            | 2001          |             | 2000        
|                            |                                                                                               |                           |            |               |             |             
|                            |                                                                                               |                           |            | (unaudited)   |             |              |            |            
|CURRENT LIABILITIES:        |                                                                                               |                           |            |               |             |              |            |            
|                            | Accounts payable                                                                              |                           | $          | 8,791,478     |             |              | $          | 8,614,179   |            
|                            | Line of credit                                                                                |                           |            |              |             |              |            | 667,141     |            
|                            | Accrued payroll costs                                                                         |                           |            | 1,112,158     |             |              |            | 830,072     |            
|                            | Accrued interest                                                                              |                           |            | 866,197       |             |              |            | 817,047     |            
|                            | Other payables and accrued expenses                                                           |                           |            | 2,758,159     |             |              |            | 3,076,854   |            
|                            | Deposits and prepaid fees                                                                     |                           |            | 2,047,666     |             |              |            | 3,461,783   |            
|                            | Current notes payable                                                                         |                           |            | 3,039,210     |             |              |            | 862,058     |            
|                            | Due to related parties                                                                        |                           |            | 4,867,519     |             |              |            | 3,572,690   |            
|                            |                                                                                               |                           |            |               |             |              |            |            
|                            |                                                                                               | Total current liabilities |            |               | 23,482,387  |              |            |             | 21,901,824  | 
|NOTES PAYABLE               |                                                                                               |                           | 79,318,481 |               |             |              | 82,239,239 |            
|OTHER LONG-TERM LIABILITIES |                                                                                               |                           | 9,440,914  |               |             |              | 7,869,858  |            
|DEFERRED INCOME TAXES       |                                                                                               |                           | 1,770,467  |               |             |              | 1,770,467  |            
|                            |                                                                                               |                           |            |               |             |              |            |            
|                            |                                                                                               | Total liabilities         |            |               | 114,012,249 |              |            |             | 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                                                                           |                           |            | (44,962,324   | )           |              |            | (33,744,244 | )          
|                            |                                                                                               |                           |            |               |             |              |            |            
|                            | Total shareholders deficit                                                                   |                           |            | (53,937,324   | )           |              |            | (42,719,244 | )          
|                            |                                                                                               |                           |            |               |             |              |            |            
|                            | Total liabilities and shareholders
deficit                                                   |                           | $          | 60,074,925    |             |              | $          | 71,062,144  |            
|                            |                                                                                               |                           |            |               |             |              |            |            

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

Page 3



---



##### 



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

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |            | 
|-------------------------------------------------------------------------- | ----------------------------- | - | ---------------------------- | --------- | ------------------------------- | - | ---------- | --------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                                           |                               |   | Quarters ended September 30, |           | Nine months ended September 30,
|                                                                           |                               |   |                              |           |                                
|                                                                           |                               |   | 2001                         |           | 2000                            |   | 2001       |           | 2000
|                                                                           |                               |   |                              |           |                                 |   |            |           |     
|REVENUES:                                                                  |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|                                                                           | Resort facilities             |   | $                            | 1,835,812 |                                 |   | $          | 2,266,074 |      |   | $          | 13,960,991 |  |   | $          | 14,866,135 | 
|                                                                           | Food and beverage             |   |                              | 1,480,863 |                                 |   |            | 2,338,827 |      |   |            | 10,544,809 |  |   |            | 13,450,230 | 
|                                                                           | Golf                          |   |                              | 1,754,794 |                                 |   |            | 1,992,873 |      |   |            | 10,794,265 |  |   |            | 11,365,151 | 
|                                                                           | Other                         |   |                              | 966,787   |                                 |   |            | 876,949   |      |   |            | 4,282,329  |  |   |            | 4,178,953  | 
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|                                                                           |                               |   | 6,038,256                    |           |                                 |   | 7,474,723  |           |      |   | 39,582,394 |            |  |   | 43,860,469 |           
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|COST AND OPERATION EXPENSES:                                               |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|                                                                           | Resort facilities             |   |                              | 1,932,180 |                                 |   |            | 2,017,739 |      |   |            | 9,879,706  |  |   |            | 10,547,843 | 
|                                                                           | Food and beverage             |   |                              | 1,587,577 |                                 |   |            | 1,785,619 |      |   |            | 7,285,816  |  |   |            | 7,491,423  | 
|                                                                           | Golf                          |   |                              | 1,463,194 |                                 |   |            | 1,505,047 |      |   |            | 5,121,083  |  |   |            | 5,545,616  | 
|                                                                           | Other                         |   |                              | 5,096,125 |                                 |   |            | 2,603,317 |      |   |            | 10,319,031 |  |   |            | 8,429,391  | 
|                                                                           | General and administrative    |   |                              | 880,923   |                                 |   |            | 1,066,966 |      |   |            | 3,795,585  |  |   |            | 4,489,754  | 
|                                                                           | Depreciation and amortization |   |                              | 968,284   |                                 |   |            | 1,075,772 |      |   |            | 2,904,851  |  |   |            | 3,027,315  | 
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|                                                                           |                               |   | 11,928,283                   |           |                                 |   | 10,054,460 |           |      |   | 39,306,072 |            |  |   | 39,531,342 |           
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|INCOME/(LOSS) BEFORE INCOME/(LOSS) ON
ASSET HELD FOR SALE AND LEASED ASSET |                               |   | (5,890,027                   | )         |                                 |   | (2,579,737 | )         |      |   | 276,322    |            |  |   | 4,329,127  |           
|INCOME/(LOSS) ON ASSET HELD FOR SALE
AND LEASED ASSET                      |                               |   | 162,371                      |           |                                 |   | 253,432    |           |      |   | (108,540   | )          |  |   | (1,004,020 | )         
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|OPERATING (LOSS)/INCOME                                                    |                               |   | (5,727,656                   | )         |                                 |   | (2,326,305 | )         |      |   | 167,782    |            |  |   | 3,325,107  |           
|INTEREST, NET                                                              |                               |   | 2,353,139                    |           |                                 |   | 2,476,561  |           |      |   | 7,265,296  |            |  |   | 7,335,918  |           
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|LOSS BEFORE DIVIDEND
REQUIREMENTS ON PREFERRED STOCK                       |                               |   | (8,080,795                   | )         |                                 |   | (4,802,866 | )         |      |   | (7,097,514 | )          |  |   | (4,010,811 | )         
|DIVIDEND REQUIREMENTS ON
PREFERRED STOCK                                   |                               |   | 64,077                       |           |                                 |   | 64,077     |           |      |   | 192,231    |            |  |   | 192,231    |           
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           
|NET LOSS AVAILABLE
TO COMMON SHAREHOLDER                                   |                               | $ | (8,144,872                   | )         |                                 | $ | (4,866,943 | )         |      | $ | (7,289,745 | )          |  | $ | (4,203,042 | )         
|                                                                           |                               |   |                              |           |                                 |   |            |           |      |   |            |            |  |   |            |           

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

Page 4



---



##### 



GOLF HOST RESORTS, INC AND SUBSIDIARY

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 loss available to
common shareholder |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | (7,289,745  | ) |  |   | (7,289,745  | )
|Distribution to shareholder              |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | (3,928,335  | ) |  |   | (3,928,335  | )
|                                         |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  
|Balance, September 30, 2001
(unaudited)  |  |              | 5,000 |                 |  | $       | 5,000 |             |  |               | 4,577,000 |         |  | $       | 4,577,000 |  |  | $ | (13,557,000 | ) |  | $ | (44,962,324 | ) |  | $ | (53,937,324 | )
|                                         |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  

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

Page 5



---



##### 



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

STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(unaudited)

|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |            |            |  
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------------- | -------- | ---------- | ---------- | ---- | --------- | ---------- | ---------- | -
|                                                                                                     |                                                                       |                                                 |          | 2001       |            | 2000
|                                                                                                     |                                                                       |                                                 |          |            |            |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                |                                                                       |                                                 |          |            |            |      |           |           
|                                                                                                     | Net loss before dividend requirements
on preferred stock              |                                                 | $        | (7,097,514 | )          |      | $         | (4,010,811 | )         
|                                                                                                     | Adjustments to reconcile net loss to net cash
provided by operations: |                                                 |          |            |            |      |           |            |           
|                                                                                                     |                                                                       | Provision for bad debt                          |          |            | 166,662    |      |           |            | 62,121     |  
|                                                                                                     |                                                                       | Depreciation and amortization                   |          |            | 2,904,851  |      |           |            | 3,027,315  |  
|                                                                                                     |                                                                       | Provision
for intangible impairment             |          |            | 3,000,000  |      |           |            |           |  
|                                                                                                     |                                                                       | Gain on sale of asset held for sale             |          |            | (1,164,911 | )    |           |            |           |  
|                                                                                                     |                                                                       | Changes in operating working capital            |          |            | 2,416,968  |      |           |            | 3,806,725  |  
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|                                                                                                     |                                                                       | Cash provided by operating activities           |          |            | 226,056    |      |           |            | 2,885,350  |  
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                |                                                                       |                                                 |          |            |            |      |           |           
|                                                                                                     | Increase in other assets                                              |                                                 |          | (25,254    | )          |      |           | (191,385   | )         
|                                                                                                     | Purchases of property and equipment                                   |                                                 |          | (727,032   | )          |      |           | (504,166   | )         
|                                                                                                     | Proceeds from sale of assets held for sale                            |                                                 |          | 3,928,635  |            |      |           |           |           
|                                                                                                     | Increase in assets held for sale                                      |                                                 |          | (47,624    | )          |      |           |           |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|                                                                                                     |                                                                       | Cash provided by (used in) investing activities |          |            | 3,128,725  |      |           |            | (695,551   | )
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                |                                                                       |                                                 |          |            |            |      |           |           
|                                                                                                     | Distribution to shareholder                                           |                                                 |          | (3,928,335 | )          |      |           |           |           
|                                                                                                     | Repayment of debt                                                     |                                                 |          | (743,606   | )          |      |           | (1,464,238 | )         
|                                                                                                     | Repayment of line of credit                                           |                                                 |          | (667,141   | )          |      |           | (1,098,540 | )         
|                                                                                                     | Increases in other long-term liabilities                              |                                                 |          | 1,571,056  |            |      |           | 478,178    |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|                                                                                                     |                                                                       | Cash used in financing activities               |          |            | (3,768,026 | )    |           |            | (2,084,600 | )
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|NET (DECREASE) INCREASE IN CASH                                                                      |                                                                       |                                                 | (413,245 | )          |            |      | 105,199   |           
|CASH, BEGINNING OF PERIOD                                                                            |                                                                       |                                                 | 565,400  |            |            |      | 131,440   |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|CASH, END OF PERIOD                                                                                  |                                                                       | $                                               | 152,155  |            |            | $    | 236,639   |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|NONCASH FINANCING AND INVESTING
ACTIVITIES:                                                          |                                                                       |                                                 |          |            |            |      |           |           
|The Company satisfied its preferred
stock dividend liability to GHI
through the intercompany account |                                                                       | $                                               | 192,231  |            |            | $    | 192,231   |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|Transfer from fixed assets to assets held for sale                                                   |                                                                       | $                                               | 281,100  |            |            | $    |          |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|Settlement with previous owners                                                                      |                                                                       | $                                               |         |            |            | $    | 1,249,843 |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           
|Dividend of Tamarron to Golf Hosts II, Inc.                                                          |                                                                       | $                                               |         |            |            | $    | 6,199,596 |           
|                                                                                                     |                                                                       |                                                 |          |            |            |      |           |           

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

Page 6



---



##### 



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 September 30, 2001, and statements of
operations and cash flows for the periods ended September 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) Intangible Assets

The Company recorded at closing in 1997, a resort
intangible of approximately $30,400,000. This intangible related to
the purchase of the Innisbrook Resort, which contained an existing
rental pool agreement and a recently executed management agreement
with Westin Hotels. The intangible is being amortized over twenty
years on as straight-line basis. Amortization expense for all
intangible assets was approximately $1,157,000 and $1,158,000 for the
nine months ended September 30, 2001 and September 30, 2000,
respectively.

As noted in the Companys 10-K for December
31, 2000, management had determined that due to declining demand in
the resort business and reduced rental pool participation which led
to declines in operating results, impairment had occurred. At
December 31, 2000, an impairment charge of $7,441,000 was recorded.

As a result of the continuing decline in
destination golf resort business during 2001 and the events of
September 11, 2001, the Company has determined that further
impairment has occurred and consequently has recognized an additional
$3,000,000 impairment charge during the quarter ended September 30,
2001.

(4) Long-term obligations

Long-term obligations consist of the following:

|                                                                  |  |               |            |              |  |   |            |  
|----------------------------------------------------------------- |  | ------------- | ---------- | ------------ |  | - | ---------- | -
|                                                                  |  | September 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                                                    |  |               | 714,691    |              |  |   | 958,376    |  
|                                                                  |  |               |            |              |  |   |            |  
|                                                                  |  |               | 82,357,691 |              |  |   | 83,101,297 |  
|Less current maturities                                           |  |               | (3,039,210 | )            |  |   | (862,058   | )
|                                                                  |  |               |            |              |  |   |            |  
|                                                                  |  | $             | 79,318,481 |              |  | $ | 82,239,239 |  
|                                                                  |  |               |            |              |  |   |            |  

Page 7



---



##### 



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) 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.

(5) 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.

(6) 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 income (loss) is as follows and is included in
loss on assets held for sale and leased asset in the statements of income.

|                           |                            |   |                   |           |                        |   |           |           | 
|-------------------------- | -------------------------- | - | ----------------- | --------- | ---------------------- | - | --------- | --------- | 
|                           |                            |   | Nine months ended |           | For the 111 days ended
|                           |                            |   | September 30,     |           | September 30,         
|                           |                            |   | 2001              |           | 2000                  
|                           |                            |   |                   |           |                       
|Revenue:                   |                            |   |                   |           |                        |   |           |          
|                           | Hotel                      |   | $                 | 2,605,035 |                        |   | $         | 1,841,337 | 
|                           | Food and beverage          |   |                   | 1,679,854 |                        |   |           | 1,005,602 | 
|                           | Golf                       |   |                   | 1,582,319 |                        |   |           | 986,329   | 
|                           | Other                      |   |                   | 1,591,104 |                        |   |           | 645,577   | 
|                           |                            |   |                   |           |                        |   |           |          
|                           |                            |   | 7,458,312         |           |                        |   | 4,478,845 |          
|                           |                            |   |                   |           |                        |   |           |          
|Costs & operating expense: |                            |   |                   |           |                        |   |           |          
|                           | Hotel                      |   |                   | 932,994   |                        |   |           | 578,751   | 
|                           | Food and beverage          |   |                   | 1,204,816 |                        |   |           | 763,279   | 
|                           | Golf                       |   |                   | 692,247   |                        |   |           | 384,262   | 
|                           | Other                      |   |                   | 2,473,893 |                        |   |           | 1,316,383 | 
|                           | General and administrative |   |                   | 3,344,082 |                        |   |           | 1,291,287 | 
|                           | Interest expense           |   |                   | 83,731    |                        |   |           | 15,817    | 
|                           |                            |   |                   |           |                        |   |           |          
|                           |                            |   | 8,731,763         |           |                        |   | 4,349,779 |          
|                           |                            |   |                   |           |                        |   |           |          
|Net loss                   |                            | $ | (1,273,451        | )         |                        | $ | 129,066   |          
|                           |                            |   |                   |           |                        |   |           |          

Page 8



---



##### 



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) 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 condo- minium 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 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



---



##### 



GOLF HOST RESORTS, INC.

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

Results of Operations

Quarter Ended September 30, 2001

During the third quarter of 2001, the Company has continued to experience
reduced occupancy and overall resort revenue. This downturn was in large part
the result of the decline in travel in the United States prior to and following the September
11, 2001 attacks in New York and Washington, DC, as several large groups
cancelled plans to utilize the Innisbrook facilities during late September.

Total room nights for the quarter were down 2,985 as compared to the prior year
third quarter of 22,123, or 13.5%. Total revenue per room night increased for
the quarter from $337.87 to $339.13, or less than a percent. The reduction in
room nights, offset by the improvement in spending levels, resulted in a
net decrease in gross revenue of $984,452, or 13.2%, as compared to 2000. In
response to and in anticipation of this further decline in operating revenue,
management continues its focus on establishing the most effective utilization of
its resources. Operating expenses, were also reduced from $10,054,460 in 2000 to
$8,928,283, or a 11.2% savings (before intangible impairment). The
operating loss for the quarter of $5,890,027
was greater than the same period last year.

Interest expense was $123,422 less in the current quarter as compared to last
year. This decrease is attributed to reductions in the utilization
of the Accounts Receivable credit line and interest expense on the note
due to the prior shareholders partially offset by an increase in the
Golf Trust mortgage contractual interest of approximately $108,000.

Year to Date September 30, 2001

During the nine months ended September 30,
2001, the Company continued to experience a reduction in overall
occupancy and resort revenue and reflects the general downturn in the
hotel golf resort industry prior to and following the
September 11, 2001 terrorist attacks. Gross revenues declined from
the comparable 2000 numbers by $4,278,075, or 9.8%. Room nights were down by
8.5%, or 8,310. Room night sales for 2001 and 2000, respectively, were
89,604 and 97,914.

Operating expense (before intangible impairment) for the nine months were reduced by 8.2%, or $3,225,270 from
the prior year. In total, operating expenses (before intangible
impairment) in 2000 were $39,531,342, as
compared to $36,306,072 in 2001. With the reduction in gross revenues of
$4,278,075, partially offset by the reduction in operating expenses of
$3,225,270, the Company has a reduction of $1,052,805 in operating
income (before intangible impairment), or
24.3% for the nine month comparative period.

Interest expense for 2001 was less than the 2000
amount by $70,622. This net decrease is due to the reductions in the
utilization of the Accounts Receivable revolving credit line and reduced
interest expense on the note payable to the prior shareholders
partially offset by the contractual increase in the Golf Trust of
America's mortgage in the aggregate of $324.000.

During the nine months ended September 30, 2001, the Company set aside capital
reserves in the amount of approximately $1,733,000. Actual capital expenditures
during the period amounted to approximately $926,000. These funds were utilized
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 and golf course equipment leases, replace trees lost to the
Southern Pine Beetle and upgrade the computer systems and software.

Page 10



---



##### 



Financial Condition and Liquidity

The Companys working capital position (exclusive of Asset Held for Sale) has
decreased to a deficit of approximately $17,603,000. This $4,699,000 reduction
in working capital from the December 31, 2000 deficit of approximately
$12,904,000 is primarily the result of net losses after interest of $1,192,663
(excluding depreciation and amortization) in addition to the reclassification of
the prior shareholders note of $2,668,000 as a current liability. This
obligation was subsequently relieved through the utilization of the proceeds on
the sale of the Tamarron property on November 18, 2001.

The Company continues to experience seasonal fluctuations with net working
capital position. These fluctuations have been managed through the utilization
of an Accounts Receivable revolving credit line in the amount of $3,000,000 with
Wells Fargo Business Credit, Inc. As described below, the Company has defaulted
on its mortgage obligation to Golf Trust of America. As a result of that
default, Wells Fargo Business Credit, Inc. has elected to terminate their credit
line with Golf Host Resorts effective May 23, 2002. While the Company has
utilized this credit line to facilitate short term cash needs in past years, its
utilization during 2001 has been limited. The Company expects to develop a
replacement facility upon completion of the loan settlement
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 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 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



---



##### 



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 September 30,
2001 and 2000.

Page 12



---



##### 



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 nine months ended September 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 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, 1999 (file No. 2-64309).

Page 13



---



##### 



INNISBROOK RENTAL POOL LEASE OPERATION

BALANCE SHEETS

|                                                         |  |   |           |   |  |               |           |              |  |  |  | 
|-------------------------------------------------------- |  | - | --------- | - |  | ------------- | --------- | ------------ |  |  |  | 
|                                                         |  |   |           |   |  | September 30, |           | December 31,
|                                                         |  |   |           |   |  | 2001          |           | 2000        
|                                                         |  |   |           |   |  |               |           |             
|                                                         |  |   |           |   |  | (unaudited)   |           |              |  | 
|                                                        
|DISTRIBUTION FUND                                       
|                                                        
|ASSETS                                                  
|                                                        
|RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION |  | $ | 772,363   |   |  | $             | 1,579,097 |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND         |  |   | 20,911    |   |  |               | 45,643    |             
|                                                         |  |   |           |   |  |               |           |             
|                                                         |  | $ | 793,274   |   |  | $             | 1,624,740 |             
|                                                         |  |   |           |   |  |               |           |             
|                                                        
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|                                                        
|DUE TO PARTICIPANTS FOR DISTRIBUTION                     |  | $ | 565,481   |   |  | $             | 1,285,558 |             
|DUE TO MAINTENANCE ESCROW FUND                           |  |   | 227,793   |   |  |               | 339,182   |             
|                                                         |  |   |           |   |  |               |           |             
|                                                         |  | $ | 793,274   |   |  | $             | 1,624,740 |             
|                                                         |  |   |           |   |  |               |           |             
|                                                        
|MAINTENANCE ESCROW FUND                                 
|                                                        
|ASSETS                                                  
|CASH AND CASH EQUIVALENTS                                |  | $ | 2,404,549 |   |  | $             | 2,517,396 |             
|RECEIVABLE FROM DISTRIBUTION FUND                        |  |   | 227,793   |   |  |               | 339,182   |             
|CONSTRUCTION WORK IN PROGRESS                            |  |   |          |   |  |               | 11,484    |             
|INTEREST RECEIVABLE                                      |  |   | 9,879     |   |  |               | 27,301    |             
|                                                         |  |   |           |   |  |               |           |             
|                                                         |  | $ | 2,642,221 |   |  | $             | 2,895,363 |             
|                                                         |  |   |           |   |  |               |           |             
|                                                        
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|                                                        
|ACCOUNTS PAYABLE                                         |  | $ | (3,502    | ) |  | $             | 760,544   |             
|CONSTRUCTION RETAINAGE                                   |  |   |          |   |  |               | 154,419   |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                    |  |   | 20,911    |   |  |               | 45,643    |             
|CARPET CARE RESERVE                                      |  |   | (26,884   | ) |  |               | 4,856     |             
|PARTICIPANTS FUND BALANCES                              |  |   | 2,651,696 |   |  |               | 1,929,901 |             
|                                                         |  |   |           |   |  |               |           |             
|                                                         |  | $ | 2,642,221 |   |  | $             | 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



---



##### 



INNISBROOK RENTAL POOL LEASE OPERATION

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

DISTRIBUTION FUND

|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |   |            |  
|------------------------------------------------- | ------------- | -------------------------------------- | --------- | --------------- | -------- | ------------ | ---------- | ---- | -------- | ---- | ---------- | - | ---------- | - | ---------- | - | ---------- | -
|                                                  |               |                                        |           | Current Quarter |          | Year-to-Date
|                                                  |               |                                        |           |                 |          |             
|                                                  |               |                                        |           | 2001            |          | 2000         |            | 2001 |          | 2000
|                                                  |               |                                        |           |                 |          |              |            |      |          |     
|GROSS REVENUES                                    |               | $                                      | 2,045,547 |                 |          | $            | 2,215,469  |      |          | $    | 13,272,026 |   |            | $ | 14,602,974 |  
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|DEDUCTIONS:                                       |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|                                                  |               | Agents commissions                    |           |                 | 100,056  |              |            |      | 130,790  |      |            |   | 554,439    |   |            |   | 751,708    |  
|                                                  |               | Credit Card fees                       |           |                 | 45,440   |              |            |      | 17,382   |      |            |   | 127,233    |   |            |   | 105,816    |  
|                                                  |               | Audit fees                             |           |                 | 3,625    |              |            |      | 3,250    |      |            |   | 10,875     |   |            |   | 9,751      |  
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|                                                  |               |                                        | 149,121   |                 |          |              | 151,422    |      |          |      | 692,547    |   |            |   | 867,275    |  
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|ADJUSTED GROSS REVENUES                           |               |                                        | 1,896,426 |                 |          |              | 2,064,047  |      |          |      | 12,579,479 |   |            |   | 13,735,699 |  
|MANAGEMENT FEE                                    |               |                                        | (945,022  | )               |          |              | (1,028,043 | )    |          |      | (6,269,449 | ) |            |   | (6,844,636 | )
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|GROSS INCOME DISTRIBUTION                         |               |                                        | 951,404   |                 |          |              | 1,036,004  |      |          |      | 6,310,030  |   |            |   | 6,891,063  |  
|ADJUSTMENTS TO GROSS INCOME                       |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|                                                  | DISTRIBUTION: |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |   |           
|                                                  |               | Management fee                         |           |                 | (106,342 | )            |            |      | (114,082 | )    |            |   | (691,108   | ) |            |   | (758,447   | )
|                                                  |               | Marketing fee                          |           |                 | (58,005  | )            |            |      | (62,226  | )    |            |   | (376,969   | ) |            |   | (413,698   | )
|                                                  |               | Miscellaneous pooled expense           |           |                 | (11,081  | )            |            |      | (12,721  | )    |            |   | (51,881    | ) |            |   | (56,301    | )
|                                                  |               | Corporate complimentary occupancy fees |           |                 | 12,361   |              |            |      | 13,820   |      |            |   | 33,607     |   |            |   | 37,675     |  
|                                                  |               | Westin Associate room fees             |           |                 | 25,039   |              |            |      | 23,891   |      |            |   | 76,979     |   |            |   | 63,566     |  
|                                                  |               | Occupancy fees                         |           |                 | (255,493 | )            |            |      | (289,366 | )    |            |   | (1,155,586 | ) |            |   | (1,247,776 | )
|                                                  |               | Advisory Committee expenses            |           |                 | (42,524  | )            |            |      | (8,759   | )    |            |   | (130,773   | ) |            |   | (24,945    | )
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|NET INCOME DISTRIBUTION                           |               |                                        | 515,359   |                 |          |              | 586,561    |      |          |      | 4,014,299  |   |            |   | 4,491,137  |  
|ADJUSTMENTS TO NET INCOME DISTRIBUTION:           |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|                                                  |               | Occupancy fees                         |           |                 | 255,493  |              |            |      | 289,366  |      |            |   | 1,155,586  |   |            |   | 1,247,776  |  
|                                                  |               | Hospitality suite fees                 |           |                 |         |              |            |      |         |      |            |   |           |   |            |   | 135        |  
|                                                  |               | Greens fees                            |           |                 | 851      |              |            |      | 1,182    |      |            |   | 6,702      |   |            |   | 6,881      |  
|                                                  |               | Additional participation credit        |           |                 | 660      |              |            |      | 720      |      |            |   | 2,070      |   |            |   | 2,190      |  
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|AMOUNT AVAILABLE FOR DISTRIBUTION
TO PARTICIPANTS |               | $                                      | 772,363   |                 |          | $            | 877,829    |      |          | $    | 5,178,657  |   |            | $ | 5,748,119  |  
|                                                  |               |                                        |           |                 |          |              |            |      |          |      |            |   |            |   |            |  
|Average daily distribution                        |               | $                                      | 12.48     |                 |          | $            | 14.11      |      |          | $    | 28.84      |   |            | $ | 31.73      |  
|Average room rate                                 |               | $                                      | 106.88    |                 |          | $            | 100.14     |      |          | $    | 148.12     |   |            | $ | 149.14     |  
|Occupied room nights                              |               |                                        | 19,136    |                 |          |              | 22,123     |      |          |      | 89,604     |   |            |   | 97,914     |  
|Available room nights                             |               |                                        | 61,867    |                 |          |              | 62,234     |      |          |      | 179,587    |   |            |   | 181,163    |  
|Occupancy percentage                              |               |                                        | 30.9      | %               |          |              | 35.5       | %    |          |      | 49.9       | % |            |   | 54.0       | %
|Average number of available units                 |               |                                        | 672       |                 |          |              | 676        |      |          |      | 658        |   |            |   | 664        |  

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



---



##### 



INNISBROOK RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 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                                    |   |           | 772,363  |                 |   |              | 877,829  |      |   |           | 5,178,657  |   |   |           | 5,748,119  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund         |   |           | 20,911   |                 |   |              | 49,269   |      |   |           | 70,227     |   |   |           | 161,962    |  
|REDUCTIONS:                  |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Amounts withheld for Maintenance Escrow Fund                         |   |           | (227,793 | )               |   |              | (256,959 | )    |   |           | (1,030,691 | ) |   |           | (1,111,261 | )
|                             | Amounts accrued or paid to participants                              |   |           | (565,481 | )               |   |              | (670,139 | )    |   |           | (4,218,193 | ) |   |           | (4,798,820 | )
|                             |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           
|BALANCE, end of period       |                                                                      | $ |          |          |                 | $ |             |          |      | $ |          |            |   | $ |          |           
|                             |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           
|                            
|MAINTENANCE ESCROW FUND     
|                            
|BALANCE, beginning of period |                                                                      | $ | 2,625,147 |          |                 | $ | 7,249,762    |          |      | $ | 2,002,330 |            |   | $ | 7,021,346 |           
|ADDITIONS:                   |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Amounts withheld from occupancy fees                                 |   |           | 227,793  |                 |   |              | 256,959  |      |   |           | 1,030,691  |   |   |           | 1,111,261  |  
|                             | Interest earned                                                      |   |           | 20,911   |                 |   |              | 49,269   |      |   |           | 70,227     |   |   |           | 161,961    |  
|                             | Receivable from Innisbrook                                           |   |           |         |                 |   |              |         |      |   |           | 397,412    |   |   |           |           |  
|                             | Charges to participants to establish
or restore escrow balances      |   |           | 8,511    |                 |   |              | 159,191  |      |   |           | 254,128    |   |   |           | 324,412    |  
|REDUCTIONS:                  |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Maintenance charges                                                  |   |           | (109,782 | )               |   |              | (188,038 | )    |   |           | (380,674   | ) |   |           | (414,824   | )
|                             | Carpet care reserve deposit                                          |   |           | (25,550  | )               |   |              | (13,312  | )    |   |           | (70,556    | ) |   |           | (54,792    | )
|                             | Interest accrued or paid to Distribution Fund                        |   |           | (20,911  | )               |   |              | (49,269  | )    |   |           | (70,227    | ) |   |           | (161,961   | )
|                             | Refunds to participants as prescribed by
the master lease agreements |   |           | (74,423  | )               |   |              | (158,034 | )    |   |           | (581,635   | ) |   |           | (680,875   | )
|                             |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           
|BALANCE, end of period       |                                                                      | $ | 2,651,696 |          |                 | $ | 7,306,528    |          |      | $ | 2,651,696 |            |   | $ | 7,306,528 |           
|                             |                                                                      |   |           |          |                 |   |              |          |      |   |           |            |   |   |           |           

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

|                                                         |                        |   |         |        |  |               |         |              |  |  |  | 
|-------------------------------------------------------- | ---------------------- | - | ------- | ------ |  | ------------- | ------- | ------------ |  |  |  | 
|                                                         |                        |   |         |        |  | September 30, |         | December 31,
|                                                         |                        |   |         |        |  | 2001          |         | 2000        
|                                                         |                        |   |         |        |  |               |         |             
|                                                         |                        |   |         |        |  | (unaudited)   |         |              |  | 
|                                                        
|DISTRIBUTION FUND                                       
|                                                        
|ASSETS                                                  
|                                                        
|CASH                                                     |                        | $ | 1,000   |        |  | $             | 1,000   |             
|RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION |                        |   | 552,251 |        |  |               | 181,539 |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND         |                        |   | 812     |        |  |               | 1,549   |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                         |                        | $ | 554,063 |        |  | $             | 184,088 |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                        
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|                                                        
|DUE
TO PARTICIPANTS FOR DISTRIBUTION                     |                        | $ | 459,019 |        |  | $             | 152,957 |             
|DUE
TO MAINTENANCE ESCROW FUND                           |                        |   | 95,044  |        |  |               | 31,131  |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                         |                        | $ | 554,063 |        |  | $             | 184,088 |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                        
|MAINTENANCE ESCROW FUND                                 
|                                                        
|ASSETS                                                  
|                                                        
|CASH AND CASH EQUIVALENTS                                |                        | $ | 61,942  |        |  | $             | 129,635 |             
|DUE FROM DISTRIBUTION FUND                               |                        |   | 95,044  |        |  |               | 31,131  |             
|INVENTORY:                                               |                        |   |         |        |  |               |         |             
|                                                         | Linen                  |   |         | 69,981 |  |               |         | 16,496       | 
|                                                         | Materials and supplies |   |         | 13,451 |  |               |         | 7,306        | 
|DEPOSITS                                                 |                        |   | 4,467   |        |  |               | 6,292   |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                         |                        | $ | 244,885 |        |  | $             | 190,860 |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                        
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|                                                        
|ACCOUNTS PAYABLE                                         |                        | $ | 2,326   |        |  | $             | 14,597  |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                    |                        |   | 811     |        |  |               | 1,549   |             
|PARTICIPANTS FUND BALANCES                              |                        |   | 241,748 |        |  |               | 174,714 |             
|                                                         |                        |   |         |        |  |               |         |             
|                                                         |                        | $ | 244,885 |        |  | $             | 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 NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(unaudited)

DISTRIBUTION FUND

|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |         |   |          |  
|----------------------------- | --------------------------------- | ------------- | -------------------------------------- | ------ | --------------- | -------- | ------------ | ------- | ---- | -------- | ---------- | ------- | - | -------- | ---------- | ------- | - | -------- | -
|                              |                                   |               |                                        |        | Current Quarter |          | Year-to-date
|                              |                                   |               |                                        |        |                 |          |             
|                              |                                   |               |                                        |        | 2001            |          | 2000         |         | 2001 |          | 2000      
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |           
|GROSS REVENUES                |                                   | $             | 1,288,614                              |        |                 | $        | 1,556,860    |         |      | $        | 2,413,899  |         |   | $        | 2,695,881  |        
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|DEDUCTIONS:                   |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|                              | Agents commissions               |               |                                        | 14,635 |                 |          |              | 33,665  |      |          |            | 61,441  |   |          |            | 74,163  |  
|                              | Sales and marketing expenses      |               |                                        | 96,646 |                 |          |              | 116,764 |      |          |            | 181,042 |   |          |            | 202,191 |  
|                              | Audit fees                        |               |                                        | 3,255  |                 |          |              | 3,255   |      |          |            | 9,765   |   |          |            | 9,765   |  
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|                              |                                   |               | 114,536                                |        |                 |          | 153,684      |         |      |          | 252,248    |         |   |          | 286,119    |        
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|ADJUSTED GROSS REVENUES       |                                   |               | 1,174,078                              |        |                 |          | 1,403,176    |         |      |          | 2,161,651  |         |   |          | 2,409,762  |        
|MANAGEMENT FEE                |                                   |               | (622,747                               | )      |                 |          | (737,172     | )       |      |          | (1,146,533 | )       |   |          | (1,276,048 | )      
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|GROSS INCOME DISTRIBUTION     |                                   |               | 551,331                                |        |                 |          | 666,004      |         |      |          | 1,015,118  |         |   |          | 1,133,714  |        
|ADJUSTMENTS TO GROSS INCOME   |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|                              |                                   | DISTRIBUTION: |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |         |   |         
|                              |                                   |               | Corporate complimentary occupancy fees |        |                 | 1,565    |              |         |      | 1,673    |            |         |   | 3,209    |            |         |   | 2,795    |  
|                              |                                   |               | Occupancy fees                         |        |                 | (138,101 | )            |         |      | (128,717 | )          |         |   | (308,216 | )          |         |   | (261,708 | )
|                              |                                   |               | Designated items                       |        |                 | (24,993  | )            |         |      | (9,232   | )          |         |   | (56,727  | )          |         |   | (39,772  | )
|                              |                                   |               | Advisory Committee expenses            |        |                 | (645     | )            |         |      | (1,374   | )          |         |   | (8,664   | )          |         |   | (4,014   | )
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|POOLED INCOME                 |                                   |               | 389,157                                |        |                 |          | 528,354      |         |      |          | 644,720    |         |   |          | 831,015    |        
|ADJUSTMENTS TO POOLED INCOME: |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|                              |                                   |               | Occupancy fees                         |        |                 | 138,101  |              |         |      | 128,717  |            |         |   | 308,216  |            |         |   | 261,708  |  
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|NET INCOME DISTRIBUTION       |                                   | $             | 527,258                                |        |                 | $        | 657,071      |         |      | $        | 952,936    |         |   | $        | 1,092,723  |        
|                              |                                   |               |                                        |        |                 |          |              |         |      |          |            |         |   |          |            |        
|                              | Average daily distribution        |               | $                                      | 25.59  |                 |          | $            | 30.94   |      |          | $          | 15.01   |   |          | $          | 15.86   |  
|                              | Average room rate                 |               | $                                      | 126.00 |                 |          | $            | 120.38  |      |          | $          | 104.80  |   |          | $          | 101.58  |  
|                              | Room nights                       |               |                                        | 10,227 |                 |          |              | 12,933  |      |          |            | 23,032  |   |          |            | 26,441  |  
|                              | Available Rooms                   |               |                                        | 20,491 |                 |          |              | 21,320  |      |          |            | 63,247  |   |          |            | 68,937  |  
|                              | Occupancy percentage              |               |                                        | 49.6   | %               |          |              | 60.9    | %    |          |            | 36.3    | % |          |            | 38.4    | %
|                              | Average number of available units |               |                                        | 224    |                 |          |              | 230     |      |          |            | 232     |   |          |            | 251     |  

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



---



##### 



TAMARRON RENTAL POOL LEASE OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 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                              |   |         | 527,258  |                 |   |              | 657,071  |      |   |         | 952,935  |   |   |         | 1,092,724 |  
|                             | Interest received or receivable from
Maintenance Escrow Fund    |   |         | 811      |                 |   |              | 1,442    |      |   |         | 2,856    |   |   |         | 2,816     |  
|REDUCTIONS:                  |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|                             | Amounts
withheld for Maintenance Escrow Fund                    |   |         | (69,050  | )               |   |              | (64,360  | )    |   |         | (154,608 | ) |   |         | (130,859  | )
|                             | Amounts accrued or paid to participants                         |   |         | (459,019 | )               |   |              | (594,153 | )    |   |         | (801,183 | ) |   |         | (964,681  | )
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|BALANCE, end of period       |                                                                 | $ |        |          |                 | $ |             |          |      | $ |        |          |   | $ |        |          
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|                            
|MAINTENANCE ESCROW FUND      |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|                            
|BALANCE, beginning of period |                                                                 | $ | 210,260 |          |                 | $ | 215,616      |          |      | $ | 174,714 |          |   | $ | 188,338 |          
|ADDITIONS:                   |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|                             | Amounts withheld from occupancy fees                            |   |         | 69,050   |                 |   |              | 64,360   |      |   |         | 154,608  |   |   |         | 130,859   |  
|                             | Interest earned                                                 |   |         | 811      |                 |   |              | 1,442    |      |   |         | 2,856    |   |   |         | 2,816     |  
|                             | Reimbursement of designated items                               |   |         | 24,993   |                 |   |              | 9,232    |      |   |         | 56,728   |   |   |         | 39,772    |  
|                             | Charges to participants to establish
or restore escrow balances |   |         | 57,741   |                 |   |              | 99,699   |      |   |         | 99,350   |   |   |         | 201,557   |  
|REDUCTIONS:                  |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|                             | Maintenance and inventory charges                               |   |         | (72,616  | )               |   |              | (127,923 | )    |   |         | (159,125 | ) |   |         | (251,972  | )
|                             | Refurbishing charges                                            |   |         |         |                 |   |              |         |      |   |         |         |   |   |         |          |  
|                             | Interest accrued or paid to
Distribution Fund                   |   |         | (811     | )               |   |              | (1,442   | )    |   |         | (2,856   | ) |   |         | (2,816    | )
|                             | Designated items                                                |   |         | (24,993  | )               |   |              | (9,232   | )    |   |         | (56,727  | ) |   |         | (39,772   | )
|                             | Refunds to participants as prescribed
by Master Lease Agreement |   |         | (22,687  | )               |   |              | (3,845   | )    |   |         | (27,800  | ) |   |         | (20,875   | )
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          
|BALANCE, end of period       |                                                                 | $ | 241,748 |          |                 | $ | 247,907      |          |      | $ | 241,748 |          |   | $ | 247,907 |          
|                             |                                                                 |   |         |          |                 |   |              |          |      |   |         |          |   |   |         |          

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 of 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 September 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



---



##### 

TABLE OF CONTENTS



|                          |  |  |  |  |  |  |  | 
|------------------------- |  |  |  |  |  |  |  | 
|SIGNATURES               
|SECTION 302 CERTIFICATION
|SECTION 302 CERTIFICATION
|CEO Certification        
|CFO Certification        




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:
Title:        |  | Merrick Kleeman
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 29, 2002 |  | /s/ R. Keith Wilt
|                       |  | Name:
Title:      |  | R. Keith Wilt
Vice President & Treasurer
(Principal Financial Officer)