##### 



FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



For Quarter Ended March 31, 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



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TABLE OF CONTENTS



|                                                                                      |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CONSOLIDATED BALANCE SHEETS                                                          
|CONSOLIDATED STATEMENTS OF INCOME                                                    
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                           
|Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II  OTHER INFORMATION                                                          
|SIGNATURES                                                                           
|President Certification under Section 906                                            
|Principal Financial Officer Certification                                            




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

ASSETS
(Substantially all pledged)

|                            |                                   |                      |            |             |            |              |            |           |            | 
|--------------------------- | --------------------------------- | -------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | --------- | ---------- | 
|                            |                                   |                      |            | MARCH 31,   |            | DECEMBER 31,
|                            |                                   |                      |            | 2001        |            | 2000        
|                            |                                   |                      |            |             |            |             
|                            |                                   |                      |            | (unaudited) |            |              |            |          
|CURRENT ASSETS:             |                                   |                      |            |             |            |              |            |          
|                            | Cash                              |                      | $          | 1,263,648   |            |              | $          | 565,400   |           
|                            | Restricted cash                   |                      |            | 709,367     |            |              |            | 1,219,289 |           
|                            | Accounts receivable, net          |                      |            | 9,462,975   |            |              |            | 4,865,607 |           
|                            | Other receivables                 |                      |            | 196,665     |            |              |            | 543,651   |           
|                            | Inventories and supplies          |                      |            | 1,338,769   |            |              |            | 1,606,935 |           
|                            | Prepaid expenses and other assets |                      |            | 314,026     |            |              |            | 197,399   |           
|                            |                                   |                      |            |             |            |              |            |          
|                            |                                   |                      | 13,285,450 |             |            |              | 8,998,281  |          
|                            | Assets held for sale              |                      |            | 2,435,000   |            |              |            | 2,435,000 |           
|                            |                                   |                      |            |             |            |              |            |          
|                            |                                   | Total current assets |            |             | 15,720,450 |              |            |           | 11,433,281 | 
|INTANGIBLES, net            |                                   |                      | 17,113,423 |             |            |              | 17,376,706 |          
|PROPERTY AND EQUIPMENT, net |                                   |                      | 41,278,163 |             |            |              | 41,768,369 |          
|OTHER ASSETS                |                                   |                      | 511,399    |             |            |              | 483,788    |          
|                            |                                   |                      |            |             |            |              |            |          
|                            |                                   | $                    | 74,623,435 |             |            | $            | 71,062,144 |          
|                            |                                   |                      |            |             |            |              |            |          

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

Page 2



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

Liabilities and
shareholders deficit

|                            |                                                                                               |                                             |                           |           |             |             |              |           |             |             | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------- | --------- | ----------- | ----------- | ------------ | --------- | ----------- | ----------- | 
|                            |                                                                                               |                                             |                           |           | MARCH 31,   |             | DECEMBER 31,
|                            |                                                                                               |                                             |                           |           | 2001        |             | 2000        
|                            |                                                                                               |                                             |                           |           |             |             |             
|                            |                                                                                               |                                             |                           |           | (unaudited) |             |              |           |            
|CURRENT LIABILITIES:        |                                                                                               |                                             |                           |           |             |             |              |          
|                            |                                                                                               | Accounts payable                            |                           | $         | 9,148,263   |             |              | $         | 8,614,179   |            
|                            |                                                                                               | Line of credit                              |                           |           |            |             |              |           | 667,141     |            
|                            |                                                                                               | Accrued payroll costs                       |                           |           | 1,462,714   |             |              |           | 830,072     |            
|                            |                                                                                               | Accrued interest                            |                           |           | 781,455     |             |              |           | 817,047     |            
|                            |                                                                                               | Other payables and accrued expenses         |                           |           | 4,562,110   |             |              |           | 3,076,854   |            
|                            |                                                                                               | Deposits and prepaid fees                   |                           |           | 2,269,690   |             |              |           | 3,461,783   |            
|                            |                                                                                               | Current notes payable                       |                           |           | 867,328     |             |              |           | 862,058     |            
|                            |                                                                                               | Due to related parties                      |                           |           | 4,233,884   |             |              |           | 3,572,690   |            
|                            |                                                                                               |                                             |                           |           |             |             |              |          
|                            |                                                                                               |                                             | Total current liabilities |           |             | 23,325,444  |              |           |             | 21,901,824  | 
|NOTES PAYABLE               |                                                                                               |                                             | 82,145,208                |           |             |             | 82,239,239   |          
|OTHER LONG-TERM LIABILITIES |                                                                                               |                                             | 7,940,914                 |           |             |             | 7,869,858    |          
|DEFERRED INCOME TAXES       |                                                                                               |                                             | 1,770,467                 |           |             |             | 1,770,467    |          
|                            |                                                                                               |                                             |                           |           |             |             |              |          
|                            |                                                                                               |                                             | Total liabilities         |           |             | 115,182,033 |              |           |             | 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                         |                           |           | (31,583,598 | )           |              |           | (33,744,244 | )          
|                            |                                                                                               |                                             |                           |           |             |             |              |          
|                            |                                                                                               | Total shareholders deficit                 |                           |           | (40,558,598 | )           |              |           | (42,719,244 | )          
|                            |                                                                                               |                                             |                           |           |             |             |              |          
|                            |                                                                                               | Total liabilities and shareholders
deficit |                           | $         | 74,623,435  |             |              | $         | 71,062,144  |            
|                            |                                                                                               |                                             |                           |           |             |             |              |          

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

Page 3



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##### 






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

(unaudited)

|                                                           |                               |   |                          |           |      |   |            |           | 
|---------------------------------------------------------- | ----------------------------- | - | ------------------------ | --------- | ---- | - | ---------- | --------- | 
|                                                           |                               |   | Quarters Ended March 31,
|                                                           |                               |   |                         
|                                                           |                               |   | 2001                     |           | 2000
|                                                           |                               |   |                          |           |     
|REVENUES:                                                  |                               |   |                          |           |      |   |            |          
|                                                           | Resort facilities             |   | $                        | 7,780,255 |      |   | $          | 7,468,973 | 
|                                                           | Food and beverage             |   |                          | 5,334,599 |      |   |            | 5,344,391 | 
|                                                           | Golf                          |   |                          | 5,784,160 |      |   |            | 5,373,588 | 
|                                                           | Other                         |   |                          | 1,926,638 |      |   |            | 1,638,747 | 
|                                                           |                               |   |                          |           |      |   |            |          
|                                                           |                               |   | 20,825,652               |           |      |   | 19,825,699 |          
|                                                           |                               |   |                          |           |      |   |            |          
|COST AND OPERATION EXPENSES:                               |                               |   |                          |           |      |   |            |          
|                                                           | Resort facilities             |   |                          | 4,851,535 |      |   |            | 4,862,303 | 
|                                                           | Food and beverage             |   |                          | 3,215,893 |      |   |            | 2,871,786 | 
|                                                           | Golf                          |   |                          | 1,970,617 |      |   |            | 2,053,380 | 
|                                                           | Other                         |   |                          | 2,902,072 |      |   |            | 2,851,283 | 
|                                                           | General and administrative    |   |                          | 1,606,649 |      |   |            | 1,831,251 | 
|                                                           | Depreciation and amortization |   |                          | 968,284   |      |   |            | 955,772   | 
|                                                           |                               |   |                          |           |      |   |            |          
|                                                           |                               |   | 15,515,050               |           |      |   | 15,425,775 |          
|                                                           |                               |   |                          |           |      |   |            |          
|INCOME BEFORE LOSS ON ASSET HELD
FOR SALE AND LEASED ASSET |                               |   | 5,310,602                |           |      |   | 4,399,924  |          
|LOSS ON ASSET HELD FOR SALE AND
LEASED ASSET               |                               |   | (664,681                 | )         |      |   | (798,837   | )        
|                                                           |                               |   |                          |           |      |   |            |          
|OPERATING INCOME                                           |                               |   | 4,645,921                |           |      |   | 3,601,087  |          
|INTEREST, NET                                              |                               |   | 2,421,198                |           |      |   | 2,447,282  |          
|                                                           |                               |   |                          |           |      |   |            |          
|NET INCOME                                                 |                               |   | 2,224,723                |           |      |   | 1,153,805  |          
|DIVIDEND REQUIREMENTS ON
PREFERRED STOCK                   |                               |   | 64,077                   |           |      |   | 64,077     |          
|                                                           |                               |   |                          |           |      |   |            |          
|NET INCOME AVAILABLE
TO COMMON SHAREHOLDER                 |                               | $ | 2,160,646                |           |      | $ | 1,089,728  |          
|                                                           |                               |   |                          |           |      |   |            |          

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

Page 4



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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 income available to
common shareholder |  |              |      |                 |  |         |      |             |  |               |          |         |  |         |          |  |  |   |            |   |  |   | 2,160,646   |   |  |   | 2,160,646   |  
|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  
|Balance, March 31, 2001 (unaudited)        |  |              | 5,000 |                 |  | $       | 5,000 |             |  |               | 4,577,000 |         |  | $       | 4,577,000 |  |  | $ | (13,557,000 | ) |  | $ | (31,583,598 | ) |  | $ | (40,558,598 | )
|                                           |  |              |       |                 |  |         |       |             |  |               |           |         |  |         |           |  |  |   |             |   |  |   |             |   |  |   |             |  

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

Page 5



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,

|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |            |            |  
|---------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------- | --------- | ----------- | --------- | ---- | ------- | ---------- | ---------- | -
|                                                                                                     |                                                                         |                                                 |           | 2001        |           | 2000
|                                                                                                     |                                                                         |                                                 |           |             |           |     
|                                                                                                     |                                                                         |                                                 |           | (unaudited) |           |      |         |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                |                                                                         |                                                 |           |             |           |      |         |           
|                                                                                                     | Net income before dividend requirements
on preferred stock              |                                                 | $         | 2,224,723   |           |      | $       | 1,153,801  |           
|                                                                                                     | Adjustments to reconcile net income to net cash
provided by operations: |                                                 |           |             |           |      |         |            |           
|                                                                                                     |                                                                         | Depreciation and amortization                   |           |             | 968,284   |      |         |            | 955,771    |  
|                                                                                                     |                                                                         | Provision for bad debts                         |           |             | 149,063   |      |         |            | 106,605    |  
|                                                                                                     | Changes in operating working capital                                    |                                                 |           | (2,113,984  | )         |      |         | (340,302   | )         
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|                                                                                                     |                                                                         | Cash provided by operations                     |           |             | 1,228,086 |      |         |            | 1,875,875  |  
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                |                                                                         |                                                 |           |             |           |      |         |           
|                                                                                                     | Decrease (increase) in other assets                                     |                                                 |           | 369,801     |           |      |         | (10,634    | )         
|                                                                                                     | Purchases of property and equipment                                     |                                                 |           | (214,793    | )         |      |         | (98,905    | )         
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|                                                                                                     |                                                                         | Cash provided by (used in) investing activities |           |             | 155,008   |      |         |            | (109,539   | )
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                |                                                                         |                                                 |           |             |           |      |         |           
|                                                                                                     | Repayment of debt                                                       |                                                 |           | (88,761     | )         |      |         | (85,391    | )         
|                                                                                                     | Repayment of line of credit                                             |                                                 |           | (667,141    | )         |      |         | (1,730,754 | )         
|                                                                                                     | Increases in other long-term liabilities                                |                                                 |           | 71,056      |           |      |         | 159,394    |           
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|                                                                                                     |                                                                         | Cash used in financing activities               |           |             | (684,846  | )    |         |            | (1,656,751 | )
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|NET INCREASE IN CASH                                                                                 |                                                                         |                                                 | 698,248   |             |           |      | 109,585 |           
|CASH, BEGINNING OF PERIOD                                                                            |                                                                         |                                                 | 565,400   |             |           |      | 131,440 |           
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|CASH, END OF PERIOD                                                                                  |                                                                         | $                                               | 1,263,648 |             |           | $    | 241,025 |           
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           
|NONCASH FINANCING AND INVESTING
ACTIVITIES:                                                          |                                                                         |                                                 |           |             |           |      |         |           
|The Company satisfied its preferred
stock dividend liability to GHI
through the intercompany account |                                                                         | $                                               | 64,077    |             |           | $    | 64,077  |           
|                                                                                                     |                                                                         |                                                 |           |             |           |      |         |           

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

Page 6



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|(1) |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | 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 March 31, 2001, and statements of
operations and cash flows for the periods ended March 31, 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) |  | LONG-TERM OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | Long-term obligations consist of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                                                  |  |           |            |              |  |   |            |  
|----------------------------------------------------------------- |  | --------- | ---------- | ------------ |  | - | ---------- | -
|                                                                  |  | MARCH 31, |            | 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                          |  |           | 3,168,000  |              |  |   | 3,167,921  |  
|Capital leases ranging from 1.89% to 10.76%                       |  |           | 869,536    |              |  |   | 958,376    |  
|                                                                  |  |           |            |              |  |   |            |  
|                                                                  |  |           | 83,012,536 |              |  |   | 83,101,297 |  
|Less current maturities                                           |  |           | (867,328   | )            |  |   | (862,058   | )
|                                                                  |  |           |            |              |  |   |            |  
|                                                                  |  | $         | 82,145,208 |              |  | $ | 82,239,239 |  
|                                                                  |  |           |            |              |  |   |            |  

Page 7



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GOLF HOST RESORTS, INC. AND SUBSIDIARY
(a wholly owned subsidiary of Golf Hosts, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|(3) |  | 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.
|   
|(4) |  | 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
statement of operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                           |                            |   |                |           | 
|-------------------------- | -------------------------- | - | -------------- | --------- | 
|                           |                            |   | Quarter ended 
|                           |                            |   | March 31, 2001
|Revenue:                   |                            |   |                |          
|                           | Hotel                      |   | $              | 654,127   | 
|                           | Food and beverage          |   |                | 513,680   | 
|                           | Golf                       |   |                | 169,449   | 
|                           | Other                      |   |                | 499,100   | 
|                           |                            |   |                |          
|                           |                            |   | 1,836,356      |          
|                           |                            |   |                |          
|Costs & operating expense: |                            |   |                |          
|                           | Hotel                      |   |                | 276,496   | 
|                           | Food and beverage          |   |                | 361,835   | 
|                           | Golf                       |   |                | 97,668    | 
|                           | Other                      |   |                | 664,511   | 
|                           | General and administrative |   |                | 1,071,205 | 
|                           | Interest expense           |   |                | 29,322    | 
|                           |                            |   |                |          
|                           |                            |   | 2,501,037      |          
|                           |                            |   |                |          
|Net loss                   |                            | $ | (664,681       | )        
|                           |                            |   |                |          

Page 8



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##### 



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



|(5) |  | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | On May 4, 2001, the Company sold the remaining land parcel at Innisbrook
included in assets 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | 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. Additionally, the
Company was informed by GTA on November 29, 2001 that the Company is in
default on the $78,975,000 participating mortgages with GTA arising from
the Companys failure to pay the October 2001 interest payment. GTA has
asserted its right to accelerate payment of the total outstanding
principal amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | As a result of the default, Wells Fargo Business Credit, Inc. has elected
to terminate their credit line with the Company effective May 23, 2002.
The Company expects to develop a replacement facility upon reaching a
resolution with GTA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | As of July 2002, the Company is seeking to negotiate a Settlement
Agreement with GTA. In connection with the proposed Settlement Agreement,
The Company would transfer to GTA the resort property, three condominium properties located at the Innisbrook Resort, the Companys GTA
stock interests, and all rights, title, and interests of the Company
under existing contracts and agreements. In addition, the Company would
provide a limited indemnity to defend and hold harmless GTA (and its
affiliates) from and against any and all costs, liabilities, claims,
losses, judgements or damages arising out of or in connection with the
Class Action Lawsuit, as well as liabilities accruing on or before the
closing date relating to employee benefits and 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.
|   
|    |  | On November 19, 2001, GH II, an affiliated company and lessor of
Tamarron, sold Tamarron for $9,500,000. A portion of the proceeds were
contributed to the Company as a capital contribution and were used to
settle the remaining balance due under the $5 million mortgage note from
the previous owners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | A revised Master Lease Agreement (Revised MLA) has been presented to
the rental pool participants, effective January 1, 2002, resulting from
the expiration of the existing MLA (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 3), any rental pool participant who
elects, subject to the Revised MLA, will forego reimbursement by the
Company for renovations or offset against future quarterly distributions
equal to their pro-rata amount of the class-action settlement proceeds. 
|   
|    |  | On October 3, 2001, the FASB issued FASB Statement No. 144 (FAS 144),
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. FAS 144
excludes goodwill from its scope and, therefore, eliminates the
requirement to allocate goodwill to long-lived assets to be tested for
impairment. The provisions of FAS 144 will be effective for fiscal years
beginning after December 15, 2001. The Company has not completed the
process of evaluating the impact that will result from adopting FAS 144.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Page 9



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##### 






GOLF HOST RESORTS, INC.
Managements Discussion and Analysis
of Financial Condition and Results of Operations

Results of Operations

During the first quarter of 2001, business continued to soften with
respect to actual guest occupancy as compared to 2000 as a result of
the declining hotel golf resort industry. Guest occupancy for 2001
declined to 38,221 room nights or 3.6% below the same period last
year. This reduction in occupancy was partially offset by an improvement in average guest revenue.
Average revenues increased $44.74 per guest from the prior year average of
$500.13 or 8.9%. The result of these two items, occupancy and spending, produced
net gains of $999,953 in gross revenue or 5%. Costs and operating expenses increased less than 1% or $89,275. The net results
of the increased revenue of $999,953 and increase in operating expenses of
$89,275 was an increase in operating income of $910,678 or 20.7% over the
prior year.

Interest expense was reduced for the period by $26,084 as compared to the prior
year. This reduction is primarily the result of reduced utilization of the
Accounts Receivable credit line during the period and the increase in interest
payments and accruals on the Golf Trust of America (GTA) loan. The GTA loan
payments increased by the contractual factor of 5% or $107,481 for the quarter.

During the quarter, the Company set aside $640,605 in reserve accounts for
capital improvements. $331,052 of this reserve were expended to finalize the
Highlands Clubhouse renovation, repair the Island Clubhouse roof, replace the
Innisbrook property-wide water softener, lease golf carts and golf course
equipment and upgrade computer systems and software.

Financial Condition and
Liquidity

The Companys working capital position
(exclusive of Assets Held for Sale) as of March 31, 2001 remains a deficit
of $9,642,582. The Company traditionally experiences seasonal fluctuations in
its net working capital position. Management of these fluctuations is
accomplished through the utilization of an Accounts Receivable revolving credit
line of $3,000,000 and advances from Westin Hotel Corporation under the annual
guarantee agreement. Management believes that the Company will need
to restructure the GTA loan for the economic viability of the Resort.

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

Page 10



---



##### 



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

Page 11



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##### 






PART II  OTHER
INFORMATION

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1. |  | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | The Company has been named as a defendant in consolidated class
action lawsuit whereby the plaintiffs allege breaches of contract,
including breaches in connection with the Rental Pool Master Lease
Agreement. The plaintiffs are seeking unspecified damages and
declaratory judgement declaring that the plaintiffs are entitled to
participate in the rental pool if one exits and a limitation of golf
course access to persons who are either condominium owners, members,
their accompanied guests, or guests of the resort. Deposition of
class members and others, including depositions of prior executives
of Golf Host Resorts, have been taken and additional discovery
remains. A court date of February 3, 2003 has been set. As this litigation is still
in its early stages, the Company is not yet able to determine
whether the resolution of this matter will have a material adverse
effect on the Companys financial condition or results of operations
although the Company believes it has successful defenses and intends
to vigorously defend this action.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 2. |  | Changes in Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 3. |  | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 4. |  | Submission of matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 5. |  | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Pursuant to an agreement with the SEC staff, included in the 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 March 31, 2001 and 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Page 12



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##### 



RENTAL POOL LEASE OPERATIONS

The following unaudited financial statements of the Innisbrook Rental Pool Lease
Operation and the Tamarron Rental Pool Lease Operation (the Rental Pools) are
for the quarters and three months ended March 31, 2001 and 2000.

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

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

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

Page 13



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##### 



INNISBROOK RENTAL POOL LEASE OPERATION
BALANCE SHEETS

DISTRIBUTION FUND

|                                                        |                         |                                             |                                             |  |  |             |           |              |  |  |  | 
|------------------------------------------------------- | ----------------------- | ------------------------------------------- | ------------------------------------------- |  |  | ----------- | --------- | ------------ |  |  |  | 
|                                                        |                         |                                             |                                             |  |  | MARCH 31,   |           | DECEMBER 31,
|                                                        |                         |                                             |                                             |  |  | 2001        |           | 2000        
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         |                                             |                                             |  |  | (unaudited) |           |              |  | 
|                                                        | ASSETS                  |                                             |                                             |  |  |             |           |              | 
|RECEIVABLE FROM GOLF HOST RESORTS, INC
FOR DISTRIBUTION |                         | $                                           | 2,863,404                                   |  |  | $           | 1,579,097 |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND        |                         |                                             | 24,172                                      |  |  |             | 45,643    |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         | $                                           | 2,887,576                                   |  |  | $           | 1,624,740 |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         |                                             | LIABILITIES
AND PARTICIPANTS FUND BALANCES |  |  |             |           |              |  |  | 
|DUE TO PARTICIPANTS FOR DISTRIBUTION                    |                         | $                                           | 2,455,502                                   |  |  | $           | 1,285,558 |             
|DUE TO MAINTENANCE ESCROW FUND                          |                         |                                             | 432,074                                     |  |  |             | 339,182   |             
|PARTICIPANTS FUND BALANCES                             |                         |                                             |                                            |  |  |             |          |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         | $                                           | 2,887,576                                   |  |  | $           | 1,624,740 |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        | MAINTENANCE
ESCROW FUND |                                             |                                             |  |  |             |           |              | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | ASSETS                  |                                             |                                             |  |  |             |           |              | 
|CASH AND CASH EQUIVALENTS                               |                         | $                                           | 2,082,871                                   |  |  | $           | 2,517,396 |             
|RECEIVABLE FROM DISTRIBUTION FUND                       |                         |                                             | 432,074                                     |  |  |             | 339,182   |             
|RECEIVABLE FROM INNISBROOK                              |                         |                                             | 397,412                                     |  |  |             |          |             
|CONSTRUCTION WORK IN PROGRESS                           |                         |                                             | 6,731                                       |  |  |             | 11,484    |             
|INTEREST RECEIVABLE                                     |                         |                                             | 19,098                                      |  |  |             | 27,301    |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         | $                                           | 2,938,186                                   |  |  | $           | 2,895,363 |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         | LIABILITIES
AND PARTICIPANTS FUND BALANCES |                                             |  |  |             |           |              |  | 
|ACCOUNTS PAYABLE                                        |                         | $                                           | 18,155                                      |  |  | $           | 760,544   |             
|CONSTRUCTION RETAINAGE                                  |                         |                                             | 137,614                                     |  |  |             | 154,419   |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                   |                         |                                             | 24,172                                      |  |  |             | 45,643    |             
|CARPET CARE RESERVE                                     |                         |                                             | 19,739                                      |  |  |             | 4,856     |             
|PARTICIPANTS FUND BALANCES                             |                         |                                             | 2,738,506                                   |  |  |             | 1,929,901 |             
|                                                        |                         |                                             |                                             |  |  |             |           |             
|                                                        |                         | $                                           | 2,938,186                                   |  |  | $           | 2,895,363 |             
|                                                        |                         |                                             |                                             |  |  |             |           |             

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

Page 14



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##### 



INNISBROOK RENTAL POOL LEASE OPERATION
STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
(unaudited)

DISTRIBUTION FUND

|                                                  |                                        |   |              |          |      |   |            |          |  
|------------------------------------------------- | -------------------------------------- | - | ------------ | -------- | ---- | - | ---------- | -------- | -
|                                                  |                                        |   | YEAR-TO-DATE
|                                                  |                                        |   |             
|                                                  |                                        |   | 2001         |          | 2000
|                                                  |                                        |   |              |          |     
|GROSS REVENUES                                    |                                        | $ | 7,267,850    |          |      | $ | 7,375,156  |         
|                                                  |                                        |   |              |          |      |   |            |         
|DEDUCTIONS:                                       |                                        |   |              |          |      |   |            |         
|                                                  | Agents commissions                    |   |              | 298,642  |      |   |            | 365,388  |  
|                                                  | Credit Card fees                       |   |              | 51,265   |      |   |            | 48,363   |  
|                                                  | Audit fees                             |   |              | 3,625    |      |   |            | 3,250    |  
|                                                  |                                        |   |              |          |      |   |            |         
|                                                  |                                        |   | 353,532      |          |      |   | 417,001    |         
|                                                  |                                        |   |              |          |      |   |            |         
|ADJUSTED GROSS REVENUES                           |                                        |   | 6,914,318    |          |      |   | 6,958,155  |         
|MANAGEMENT FEE                                    |                                        |   | (3,446,207   | )        |      |   | (3,468,161 | )       
|                                                  |                                        |   |              |          |      |   |            |         
|GROSS INCOME DISTRIBUTION                         |                                        |   | 3,468,111    |          |      |   | 3,489,994  |         
|ADJUSTMENTS TO GROSS INCOME                       |                                        |   |              |          |      |   |            |         
|DISTRIBUTION:                                     |                                        |   |              |          |      |   |            |         
|                                                  | Management fee                         |   |              | (378,788 | )    |   |            | (384,566 | )
|                                                  | Marketing fee                          |   |              | (206,612 | )    |   |            | (209,763 | )
|                                                  | Miscellaneous pooled expense           |   |              | (22,130  | )    |   |            | (22,794  | )
|                                                  | Corporate complimentary occupancy fees |   |              | 10,796   |      |   |            | 10,411   |  
|                                                  | Westin Associate room fees             |   |              | 24,059   |      |   |            | 18,374   |  
|                                                  | Occupancy fees                         |   |              | (484,363 | )    |   |            | (498,011 | )
|                                                  | Advisory Committee expenses            |   |              | (36,626  | )    |   |            | (8,040   | )
|                                                  |                                        |   |              |          |      |   |            |         
|NET INCOME DISTRIBUTION                           |                                        |   | 2,374,447    |          |      |   | 2,395,605  |         
|ADJUSTMENTS TO NET INCOME DISTRIBUTION:           |                                        |   |              |          |      |   |            |         
|                                                  | Occupancy fees                         |   |              | 484,363  |      |   |            | 498,011  |  
|                                                  | Greens fees                            |   |              | 3,874    |      |   |            | 3,378    |  
|                                                  | Additional participation credit        |   |              | 720      |      |   |            | 750      |  
|                                                  |                                        |   |              |          |      |   |            |         
|AMOUNT AVAILABLE FOR DISTRIBUTION
TO PARTICIPANTS |                                        | $ | 2,863,404    |          |      | $ | 2,897,744  |         
|                                                  |                                        |   |              |          |      |   |            |         
|Average daily distribution                        |                                        | $ | 49.76        |          |      | $ | 49.77      |         
|Average room rate                                 |                                        | $ | 190.15       |          |      | $ | 186.05     |         
|Occupied room nights                              |                                        |   | 38,221       |          |      |   | 39,641     |         
|Available room nights                             |                                        |   | 57,549       |          |      |   | 58,228     |         
|Occupancy percentage                              |                                        |   | 66.4         | %        |      |   | 68.1       | %       
|Average number of available units                 |                                        |   | 639          |          |      |   | 640        |         

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

Page 15



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##### 



INNISBROOK RENTAL POOL LEASE OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
(Unaudited)

DISTRIBUTION FUND

|                             |                                                                      |                         |           |              |   |      |           |            |   | 
|---------------------------- | -------------------------------------------------------------------- | ----------------------- | --------- | ------------ | - | ---- | --------- | ---------- | - | 
|                             |                                                                      |                         |           | YEAR-TO-DATE
|                             |                                                                      |                         |           |             
|                             |                                                                      |                         |           | 2001         |   | 2000
|                             |                                                                      |                         |           |              |   |     
|BALANCE, beginning of period |                                                                      | $                       |          |              |   | $    |          |           
|ADDITIONS:                   |                                                                      |                         |           |              |   |      |           |           
|                             | Amount available for distribution                                    |                         |           | 2,863,404    |   |      |           | 2,897,744  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund         |                         |           | 24,172       |   |      |           | 55,985     |  
|REDUCTIONS:                  |                                                                      |                         |           |              |   |      |           |           
|                             | Amounts withheld for Maintenance Escrow Fund                         |                         |           | (432,074     | ) |      |           | (444,271   | )
|                             | Amounts accrued or paid to participants                              |                         |           | (2,455,502   | ) |      |           | (2,509,458 | )
|                             |                                                                      |                         |           |              |   |      |           |           
|BALANCE, end of period       |                                                                      | $                       |          |              |   | $    |          |           
|                             |                                                                      |                         |           |              |   |      |           |           
|                             |                                                                      | MAINTENANCE ESCROW
FUND |           |              |   |      |           |            |   | 
|BALANCE, beginning of period |                                                                      | $                       | 1,929,901 |              |   | $    | 7,021,346 |           
|ADDITIONS:                   |                                                                      |                         |           |              |   |      |           |           
|                             | Amounts withheld from occupancy fees                                 |                         |           | 432,074      |   |      |           | 444,271    |  
|                             | Interest earned                                                      |                         |           | 24,172       |   |      |           | 55,985     |  
|                             | Receivable from Innisbrook                                           |                         |           | 397,412      |   |      |           |           |  
|                             | Charges to participants to establish
or restore escrow balances      |                         |           | 222,168      |   |      |           | 48,178     |  
|REDUCTIONS:                  |                                                                      |                         |           |              |   |      |           |           
|                             | Maintenance charges                                                  |                         |           | (161,024     | ) |      |           | (101,718   | )
|                             | Carpet care reserve deposit                                          |                         |           | (24,219      | ) |      |           | (19,903    | )
|                             | Interest accrued or paid to Distribution Fund                        |                         |           | (24,172      | ) |      |           | (55,985    | )
|                             | Refunds to participants as prescribed by
the master lease agreements |                         |           | (57,806      | ) |      |           | (374,031   | )
|                             |                                                                      |                         |           |              |   |      |           |           
|BALANCE, end of period       |                                                                      | $                       | 2,738,506 |              |   | $    | 7,018,143 |           
|                             |                                                                      |                         |           |              |   |      |           |           

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

DISTRIBUTION FUND

|                                                        |                        |                         |                                             |                                             |  |             |         |              |  |  |  | 
|------------------------------------------------------- | ---------------------- | ----------------------- | ------------------------------------------- | ------------------------------------------- |  | ----------- | ------- | ------------ |  |  |  | 
|                                                        |                        |                         |                                             |                                             |  | MARCH 31,   |         | DECEMBER 31,
|                                                        |                        |                         |                                             |                                             |  | 2001        |         | 2000        
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        |                         |                                             |                                             |  | (unaudited) |         |              |  | 
|                                                        |                        | ASSETS                  |                                             |                                             |  |             |         |              |  | 
|CASH                                                    |                        | $                       | 1,000                                       |                                             |  | $           | 1,000   |             
|RECEIVABLE FROM GOLF HOST RESORTS, INC
FOR DISTRIBUTION |                        |                         | 263,981                                     |                                             |  |             | 181,539 |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND        |                        |                         | 1,123                                       |                                             |  |             | 1,549   |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        | $                       | 266,104                                     |                                             |  | $           | 184,088 |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        |                         |                                             | LIABILITIES
AND PARTICIPANTS FUND BALANCES |  |             |         |              |  |  |  | 
|DUE TO PARTICIPANTS FOR DISTRIBUTION                    |                        | $                       | 205,042                                     |                                             |  | $           | 152,957 |             
|DUE TO MAINTENANCE ESCROW FUND                          |                        |                         | 61,062                                      |                                             |  |             | 31,131  |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        | $                       | 266,104                                     |                                             |  | $           | 184,088 |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        | MAINTENANCE
ESCROW FUND |                                             |                                             |  |             |         |              |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        |                        | ASSETS                  |                                             |                                             |  |             |         |              |  | 
|CASH AND CASH EQUIVALENTS                               |                        | $                       | 102,691                                     |                                             |  | $           | 129,635 |             
|DUE FROM DISTRIBUTION FUND                              |                        |                         | 61,062                                      |                                             |  |             | 31,131  |             
|INVENTORY:                                              |                        |                         |                                             |                                             |  |             |         |             
|                                                        | Linen                  |                         |                                             | 45,343                                      |  |             |         | 16,496       | 
|                                                        | Materials and supplies |                         |                                             | 6,597                                       |  |             |         | 7,306        | 
|DEPOSITS                                                |                        |                         | 4,829                                       |                                             |  |             | 6,292   |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        | $                       | 220,522                                     |                                             |  | $           | 190,860 |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        |                         | LIABILITIES
AND PARTICIPANTS FUND BALANCES |                                             |  |             |         |              |  |  | 
|ACCOUNTS PAYABLE                                        |                        | $                       | 3,428                                       |                                             |  | $           | 14,597  |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                   |                        |                         | 1,123                                       |                                             |  |             | 1,549   |             
|PARTICIPANTS FUND BALANCES                             |                        |                         | 215,971                                     |                                             |  |             | 174,714 |             
|                                                        |                        |                         |                                             |                                             |  |             |         |             
|                                                        |                        | $                       | 220,522                                     |                                             |  | $           | 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 ENDED MARCH 31, 2001 AND 2000
(Unaudited)

DISTRIBUTION FUND

|                                          |                              |                                        |          |              |         |      |          |        |         |  
|----------------------------------------- | ---------------------------- | -------------------------------------- | -------- | ------------ | ------- | ---- | -------- | ------ | ------- | -
|                                          |                              |                                        |          | YEAR-TO-DATE
|                                          |                              |                                        |          |             
|                                          |                              |                                        |          | 2001         |         | 2000
|                                          |                              |                                        |          |              |         |     
|GROSS REVENUES                            |                              | $                                      | 607,826  |              |         | $    | 429,886  |       
|                                          |                              |                                        |          |              |         |      |          |       
|DEDUCTIONS:                               |                              |                                        |          |              |         |      |          |       
|                                          | Agents commissions          |                                        |          | 27,085       |         |      |          | 28,219 |        
|                                          | Sales and marketing expenses |                                        |          | 45,587       |         |      |          | 32,241 |        
|                                          | Audit fees                   |                                        |          | 3,255        |         |      |          | 3,255  |        
|                                          |                              |                                        |          |              |         |      |          |       
|                                          |                              |                                        | 75,927   |              |         |      | 63,715   |       
|                                          |                              |                                        |          |              |         |      |          |       
|ADJUSTED GROSS REVENUES                   |                              |                                        | 531,899  |              |         |      | 366,171  |       
|MANAGEMENT FEE                            |                              |                                        | (265,949 | )            |         |      | (183,085 | )     
|                                          |                              |                                        |          |              |         |      |          |       
|GROSS INCOME DISTRIBUTION                 |                              |                                        | 265,950  |              |         |      | 183,086  |       
|ADJUSTMENTS TO GROSS INCOME
DISTRIBUTION: |                              |                                        |          |              |         |      |          |       
|                                          |                              | Corporate complimentary occupancy fees |          |              | 769     |      |          |        | 533     |  
|                                          |                              | Occupancy fees                         |          |              | (98,032 | )    |          |        | (62,157 | )
|                                          |                              | Designated items                       |          |              | (11,045 | )    |          |        | (10,301 | )
|                                          |                              | Advisory Committee expenses            |          |              | (2,174  | )    |          |        | (163    | )
|                                          |                              |                                        |          |              |         |      |          |       
|POOLED INCOME                             |                              |                                        | 155,468  |              |         |      | 110,998  |       
|ADJUSTMENTS TO POOLED INCOME:             |                              |                                        |          |              |         |      |          |       
|                                          |                              | Occupancy fees                         |          |              | 98,032  |      |          |        | 62,157  |  
|                                          |                              |                                        |          |              |         |      |          |       
|NET INCOME DISTRIBUTION                   |                              | $                                      | 253,500  |              |         | $    | 173,155  |       
|                                          |                              |                                        |          |              |         |      |          |       
|                                          |                              | Average daily distribution             |          | $            | 12.10   |      |          | $      | 7.32    |  
|                                          |                              | Average room rate                      |          | $            | 82.83   |      |          | $      | 67.66   |  
|                                          |                              | Room nights                            |          |              | 7,338   |      |          |        | 6,354   |  
|                                          |                              | Available room nights                  |          |              | 20,856  |      |          |        | 23,602  |  
|                                          |                              | Occupancy percentage                   |          |              | 35.0    | %    |          |        | 26.9    | %
|                                          |                              | Average number of available units      |          |              | 233     |      |          |        | 260     |  

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 ENDED MARCH 31, 2001 AND 2000
(Unaudited)

DISTRIBUTION FUND

|                             |                                                                 |                         |         |              |   |      |         |          |   | 
|---------------------------- | --------------------------------------------------------------- | ----------------------- | ------- | ------------ | - | ---- | ------- | -------- | - | 
|                             |                                                                 |                         |         | YEAR-TO-DATE
|                             |                                                                 |                         |         |             
|                             |                                                                 |                         |         | 2001         |   | 2000
|                             |                                                                 |                         |         |              |   |     
|BALANCE, beginning of period |                                                                 | $                       |        |              |   | $    |        |         
|ADDITIONS:                   |                                                                 |                         |         |              |   |      |         |         
|                             | Amounts available for distribution                              |                         |         | 253,500      |   |      |         | 173,155  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund    |                         |         | 1,123        |   |      |         | 143      |  
|REDUCTIONS:                  |                                                                 |                         |         |              |   |      |         |         
|                             | Amounts withheld for Maintenance Escrow Fund                    |                         |         | (49,581      | ) |      |         | (31,080  | )
|                             | Amounts accrued or paid to participants                         |                         |         | (205,042     | ) |      |         | (142,218 | )
|                             |                                                                 |                         |         |              |   |      |         |         
|BALANCE, end of period       |                                                                 | $                       |        |              |   | $    |        |         
|                             |                                                                 |                         |         |              |   |      |         |         
|                             |                                                                 | MAINTENANCE ESCROW
FUND |         |              |   |      |         |          |   | 
|BALANCE, beginning of period |                                                                 | $                       | 174,714 |              |   | $    | 188,338 |         
|ADDITIONS:                   |                                                                 |                         |         |              |   |      |         |         
|                             | Amounts withheld from occupancy fees                            |                         |         | 49,016       |   |      |         | 31,080   |  
|                             | Interest earned                                                 |                         |         | 1,123        |   |      |         | 143      |  
|                             | Reimbursement of designated items                               |                         |         | 11,045       |   |      |         | 10,301   |  
|                             | Charges to participants to establish
or restore escrow balances |                         |         | 27,772       |   |      |         | 7,479    |  
|REDUCTIONS:                  |                                                                 |                         |         |              |   |      |         |         
|                             | Maintenance and inventory charges                               |                         |         | (33,005      | ) |      |         | (29,182  | )
|                             | Refurbishing charges                                            |                         |         |             |   |      |         |         |  
|                             | Interest accrued or paid to
Distribution Fund                   |                         |         | (1,123       | ) |      |         | (143     | )
|                             | Designated items                                                |                         |         | (11,045      | ) |      |         | (10,301  | )
|                             | Refunds to participants as prescribed
by Master Lease Agreement |                         |         | (2,526       | ) |      |         | (8,233   | )
|                             |                                                                 |                         |         |              |   |      |         |         
|BALANCE, end of period       |                                                                 | $                       | 215,971 |              |   | $    | 189,482 |         
|                             |                                                                 |                         |         |              |   |      |         |         

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 of 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 March 31, 2001

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

Page 21



---



##### 



SECTION 302 CERTIFICATION

CERTIFICATION

I, Merrick Kleeman, certify that:

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

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





---



##### 



SECTION 302 CERTIFICATION

CERTIFICATION

I, R. Keith Wilt, certify that:

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

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