##### Table of Contents



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

For Quarter Ended March 31, 2003

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 22





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TABLE OF CONTENTS



|                                            |                                                                                                           |  |  |  |  |  |  | 
|------------------------------------------- | --------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION             
|                                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations            
|                                            | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)
|                                            | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                       
|                                            | Item 4. Controls and Procedures                                                                          
|PART II  OTHER INFORMATION                
|                                            | Item 1. Legal Proceedings                                                                                
|                                            | Item 2. Changes in Securities and Use of Proceeds                                                        
|                                            | Item 3. Defaults Upon Senior Securities                                                                  
|                                            | Item 4. Submission of Matters to a Vote of Security Holders                                              
|                                            | Item 5. Other Information                                                                                
|                                            | Item 6. Exhibits and Reports on Form 8-K                                                                 
|SIGNATURES                                 
|Section 302 Financial Officer Certification
|Section 302 VP & Treasurer Certification   
|Section 906 CEO Certification              
|Section 906 Financial Officer Certification



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##### Table of Contents






PART I  FINANCIAL INFORMATION

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,
|                            |                                   |                      |            | 2003        |           | 2002        
|                            |                                   |                      |            |             |           |             
|                            |                                   |                      |            | (unaudited) |           |              |            |          
|CURRENT ASSETS:             |                                   |                      |            |             |           |              |            |          
|                            | Cash                              |                      | $          | 892,909     |           |              | $          |          |          
|                            | Restricted cash                   |                      |            | 2,313,492   |           |              |            | 2,520,849 |          
|                            | Accounts receivable, net          |                      |            | 4,301,950   |           |              |            | 2,069,962 |          
|                            | Other receivables                 |                      |            | 110,698     |           |              |            | 61,554    |          
|                            | Inventories and supplies          |                      |            | 1,258,872   |           |              |            | 1,157,792 |          
|                            | Prepaid expenses and other assets |                      |            | 701,155     |           |              |            | 514,493   |          
|                            |                                   |                      |            |             |           |              |            |          
|                            |                                   | Total current assets |            |             | 9,579,076 |              |            |           | 6,324,650 | 
|                            |                                   |                      |            |             |           |              |            |          
|INTANGIBLES, net            |                                   |                      | 12,248,539 |             |           |              | 12,463,987 |          
|PROPERTY AND EQUIPMENT, net |                                   |                      | 37,946,416 |             |           |              | 38,025,063 |          
|OTHER ASSETS                |                                   |                      | 5,521,037  |             |           |              | 5,701,950  |          
|                            |                                   |                      |            |             |           |              |            |          
|                            |                                   | $                    | 65,295,068 |             |           | $            | 62,515,650 |          
|                            |                                   |                      |            |             |           |              |            |          

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

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##### Table of Contents



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,
|                            |                                                                                               |                           |            | 2003        |             | 2002        
|                            |                                                                                               |                           |            |             |             |             
|                            |                                                                                               |                           |            | (unaudited) |             |              |            |            
|CURRENT LIABILITIES:        |                                                                                               |                           |            |             |             |              |            |            
|                            | Cash overdrafts                                                                               |                           | $          | 457,525     |             |              | $          | 69,846      |            
|                            | Debt due within one year                                                                      |                           |            | 79,019,252  |             |              |            | 79,003,552  |            
|                            | Accounts payable                                                                              |                           |            | 4,884,859   |             |              |            | 4,973,036   |            
|                            | Accrued payroll costs                                                                         |                           |            | 1,258,198   |             |              |            | 893,224     |            
|                            | Accrued interest                                                                              |                           |            | 16,818,668  |             |              |            | 14,538,319  |            
|                            | Other payables and accrued expenses                                                           |                           |            | 3,488,678   |             |              |            | 2,721,823   |            
|                            | Deposits and deferred revenues                                                                |                           |            | 1,990,815   |             |              |            | 2,003,938   |            
|                            | Due to related parties                                                                        |                           |            | 245,526     |             |              |            | 198,802     |            
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            |                                                                                               | Total current liabilities |            |             | 108,163,521 |              |            |             | 104,402,540 | 
|                            |                                                                                               |                           |            |             |             |              |            |            
|OTHER LONG-TERM LIABILITIES |                                                                                               |                           | 10,265,009 |             |             |              | 10,265,009 |            
|LONG TERM REFURBISHMENT     |                                                                                               |                           | 5,548,514  |             |             |              | 5,548,514  |            
|DEFERRED INCOME TAXES       |                                                                                               |                           | 1,255,000  |             |             |              | 1,255,000  |            
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            |                                                                                               | Total liabilities         |            |             | 125,232,044 |              |            |             | 121,471,063 | 
|                            |                                                                                               |                           |            |             |             |              |            |            
|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                                                                               |                           |            | (8,487,323  | )           |              |            | (8,487,323  | )          
|                            | Accumulated deficit                                                                           |                           |            | (56,031,653 | )           |              |            | (55,050,090 | )          
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            | Total shareholders deficit                                                                   |                           |            | (59,936,976 | )           |              |            | (58,955,413 | )          
|                            |                                                                                               |                           |            |             |             |              |            |            
|                            | Total liabilities and shareholders
deficit                                                   |                           | $          | 65,295,068  |             |              | $          | 62,515,650  |            
|                            |                                                                                               |                           |            |             |             |              |            |            

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

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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,
|                                              |                               |   |                         
|                                              |                               |   | 2003                     |           | 2002
|                                              |                               |   |                          |           |     
|REVENUES:                                     |                               |   |                          |           |      |   |            |          
|                                              | Resort facilities             |   | $                        | 4,075,577 |      |   | $          | 5,018,165 | 
|                                              | Food and beverage             |   |                          | 3,426,201 |      |   |            | 3,593,430 | 
|                                              | Golf                          |   |                          | 3,761,193 |      |   |            | 4,556,741 | 
|                                              | Other                         |   |                          | 1,299,732 |      |   |            | 1,302,492 | 
|                                              |                               |   |                          |           |      |   |            |          
|                                              |                               |   | 12,562,703               |           |      |   | 14,470,828 |          
|                                              |                               |   |                          |           |      |   |            |          
|COST AND OPERATION EXPENSES:                  |                               |   |                          |           |      |   |            |          
|                                              | Resort facilities             |   |                          | 3,096,779 |      |   |            | 3,340,963 | 
|                                              | Food and beverage             |   |                          | 2,260,265 |      |   |            | 2,392,376 | 
|                                              | Golf                          |   |                          | 1,705,533 |      |   |            | 1,585,600 | 
|                                              | Other                         |   |                          | 2,341,420 |      |   |            | 2,424,139 | 
|                                              | General and administrative    |   |                          | 1,099,535 |      |   |            | 1,217,178 | 
|                                              | Depreciation and amortization |   |                          | 747,198   |      |   |            | 872,829   | 
|                                              |                               |   |                          |           |      |   |            |          
|                                              |                               |   | 11,250,730               |           |      |   | 11,833,085 |          
|                                              |                               |   |                          |           |      |   |            |          
|OPERATING INCOME                              |                               |   | 1,311,973                |           |      |   | 2,637,743  |          
|INTEREST, NET                                 |                               |   | 2,229,459                |           |      |   | 2,370,435  |          
|                                              |                               |   |                          |           |      |   |            |          
|(LOSS)/INCOME BEFORE DIVIDEND
PREFERRED STOCK |                               |   | (917,486                 | )         |      |   | 267,308    |          
|DIVIDEND REQUIREMENTS ON
PREFERRED STOCK      |                               |   | 64,077                   |           |      |   | 64,077     |          
|                                              |                               |   |                          |           |      |   |            |          
|(LOSS)/INCOME AVAILABLE
TO COMMON SHAREHOLDER |                               | $ | (981,563                 | )         |      | $ | 203,231    |          
|                                              |                               |   |                          |           |      |   |            |          

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

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GOLF HOST RESORTS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT

|                                         |             |  |              |  |                 |   |         |  |          |  |               |  |         |   |           |  |  |   |            |   |  |   |             |   |  |   |             |   | 
|---------------------------------------- | ----------- |  | ------------ |  | --------------- | - | ------- |  | -------- |  | ------------- |  | ------- | - | --------- |  |  | - | ---------- | - |  | - | ----------- | - |  | - | ----------- | - | 
|                                         |             |  | $1 Par Value |  | 5.6% Cumulative |   |         |  |          |  |               |  |         |   | Total    
|                                         |             |  | Common Stock |  | Preferred Stock |   | Paid-In |  | Retained |  | Shareholder's
|                                         |             |  | Shares       |  | Amount          |   | Shares  |  | Amount   |  | Capital       |  | Deficit |   | Deficit  
|                                         |             |  |              |  |                 |   |         |  |          |  |               |  |         |   |          
|Balance, December 31, 2002               |             |  | 5,000        |  |                 | $ | 5,000   |  |          |  | 4,577,000     |  |         | $ | 4,577,000 |  |  | $ | (8,487,323 | ) |  | $ | (55,050,090 | ) |  | $ | (58,955,413 | )
|Net loss allocated to
common shareholder |             |  |             |  |                 |   |        |  |          |  |              |  |         |   |          |  |  |   |           |   |  |   | (981,563    | ) |  |   | (981,563    | )
|                                         |             |  |              |  |                 |   |         |  |          |  |               |  |         |   |           |  |  |   |            |   |  |   |             |   |  |   |             |  
|Balance, March 31, 2003                  |             |  | 5,000        |  |                 | $ | 5,000   |  |          |  | 4,577,000     |  |         | $ | 4,577,000 |  |  | $ | (8,487,323 | ) |  | $ | (56,031,653 | ) |  | $ | (59,936,976 | )
|                                         |             |  |              |  |                 |   |         |  |          |  |               |  |         |   |           |  |  |   |            |   |  |   |             |   |  |   |             |  
|                                         | (unaudited) |  |              |  |                 |   |         |  |          |  |               |  |         |   |           |  |  |   |            |   |  |   |             |   |  |   |             |   | 

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

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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,
(unaudited)

|                                             |                                                                         |                                      |                                   |          |           |           |           |          |           |           |  
|-------------------------------------------- | ----------------------------------------------------------------------- | ------------------------------------ | --------------------------------- | -------- | --------- | --------- | --------- | -------- | --------- | --------- | -
|                                             |                                                                         |                                      |                                   |          | 2003      |           | 2002     
|                                             |                                                                         |                                      |                                   |          |           |           |          
|CASH FLOWS FROM OPERATING ACTIVITIES:        |                                                                         |                                      |                                   |          |           |           |           |         
|                                             | (Loss)/income before dividend requirements                              |                                      |                                   |          |           |           |           |          |          
|                                             |                                                                         | on preferred stock                   |                                   | $        | (917,486  | )         |           | $        | 267,308   |          
|                                             | Adjustments to reconcile net income to net cash
provided by operations: |                                      |                                   |          |           |           |           |          |          
|                                             |                                                                         |                                      | Depreciation and amortization     |          |           | 939,916   |           |          |           | 872,829   |  
|                                             |                                                                         |                                      | Provision for bad debts           |          |           | 180,943   |           |          |           | 223,933   |  
|                                             |                                                                         | Changes in operating working capital |                                   |          | 1,139,319 |           |           |          | 1,018,607 |          
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|                                             |                                                                         |                                      | Cash provided by operations       |          |           | 1,342,692 |           |          |           | 2,382,677 |  
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|CASH FLOWS FROM INVESTING ACTIVITIES:        |                                                                         |                                      |                                   |          |           |           |           |         
|                                             | Increase in other assets                                                |                                      |                                   | (11,805  | )         |           |           | (7,320   | )        
|                                             | Purchases of property and equipment                                     |                                      |                                   | (404,136 | )         |           |           | (28,886  | )        
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|                                             |                                                                         |                                      | Cash used in investing activities |          |           | (415,941  | )         |          |           | (36,206   | )
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|CASH FLOWS FROM FINANCING ACTIVITIES:        |                                                                         |                                      |                                   |          |           |           |           |         
|                                             | Repayment of existing debt                                              |                                      |                                   | (33,842  | )         |           |           | (80,822  | )        
|                                             | Decreases in other long-term liabilities                                |                                      |                                   |         |           |           |           | (123,256 | )        
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|                                             |                                                                         |                                      | Cash used in financing activities |          |           | (33,842   | )         |          |           | (204,078  | )
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|NET INCREASE IN CASH                         |                                                                         |                                      | 892,909                           |          |           |           | 2,142,393 |         
|CASH, BEGINNING OF PERIOD                    |                                                                         |                                      |                                  |          |           |           | 665,402   |         
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|CASH, END OF PERIOD                          |                                                                         | $                                    | 892,909                           |          |           | $         | 2,807,795 |         
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|NONCASH FINANCING AND INVESTING ACTIVITIES:  |                                                                         |                                      |                                   |          |           |           |           |         
|The Company satisfied its preferred          |                                                                         |                                      |                                   |          |           |           |           |         
|                                             | stock dividend liability to GHI                                         |                                      |                                   |          |           |           |           |          |          
|                                             | through the intercompany account                                        |                                      | $                                 | 64,077   |           |           | $         | 64,077   |          
|                                             |                                                                         |                                      |                                   |          |           |           |           |         
|Extension of grounds equipment capital
lease |                                                                         | $                                    | 49,542                            |          |           | $         |          |         
|                                             |                                                                         |                                      |                                   |          |           |           |           |         

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

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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, 2002 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, 2002,
the Company has suffered recurring losses from operations, has negative
working capital and has a shareholders deficit. The issues 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 6 of the notes to
consolidated financial statements on Form 10-K, the Company has defaulted
under the terms of its debt agreement and Golf Host, Inc. (the Companys
parent company) 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 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, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | The accompanying consolidated balance sheet for March 31, 2003, and
consolidated statements of operations and cash flows for the periods ended
March 31, 2003 and 2002, 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. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 2)  |  | INTANGIBLE ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | The Company recorded at closing in 1997, a resort intangible asset of
approximately $30,400,000. This intangible related to the purchase of the
Innisbrook Resort, which contained an existing rental pool agreement and a
recently executed management agreement with Westin Hotels. The intangible
is being amortized over twenty years on a straight-line basis.
Amortization expense for all intangible assets was approximately $215,000
and $168,000 for the three months ended March 31, 2003 and March 31, 2002,
respectively.                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | As noted in the Companys 10-K for December 31, 2002, management had
determined that due to declining demand in the resort business and reduced
rental pool participation which led to declines in operating results,
impairment had occurred. At December 31, 2000, an impairment charge of
$7,441,000 was recorded. As a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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



| | (2) |  | INTANGIBLE ASSETS                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | result of the continued decline in destination golf resort business during
2001 and the events of September 11, 2001, the Company determined that
further impairment had occurred and consequently had recognized an
additional $3,000,000 impairment charge during the quarter ended September
30, 2001.                                                                                            
|
| |     |  | During 2002 and as of March 31,
2003, the Company reviewed the carrying value of the intangible
asset and determined that further impairment had not occurred. Advance
booking and rental pool participation have stabilized from a historical
perspective, and pro-forma cash flows, based upon advance bookings
indicate that no further deterioration in the carrying value need to be
recognized.
|
| | (3) |  | DEBT                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | Debt consists of the following:                                                                                                                                                                                                                                                                                                                                                                      

|                                                                                     |  |           |             |              |  |   |             |  
|------------------------------------------------------------------------------------ |  | --------- | ----------- | ------------ |  | - | ----------- | -
|                                                                                     |  | March 31, |             | December 31,
|                                                                                     |  | 2003      |             | 2002        
|                                                                                     |  |           |             |             
|Participating mortgage note at varying pay
rates maturing in 2027 (in default)       |  | $         | 69,975,000  |              |  | $ | 69,975,000  |  
|$9,000,000 participating mortgage
note credit facility maturing in 2007 (in default) |  |           | 9,000,000   |              |  |   | 9,000,000   |  
|Capital leases ranging from 1.89% to 17.37%                                          |  |           | 44,252      |              |  |   | 28,552      |  
|                                                                                     |  |           |             |              |  |   |             |  
|                                                                                     |  |           | 79,019,252  |              |  |   | 79,003,552  |  
|Less current maturities                                                              |  |           | (79,019,252 | )            |  |   | (79,003,552 | )
|                                                                                     |  |           |             |              |  |   |             |  
|                                                                                     |  | $         |            |              |  | $ |            |  
|                                                                                     |  |           |             |              |  |   |             |  



| | (4) |  | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Golf Hosts, Inc., the Companys parent, has been named as a defendant in a
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 judgment stating that the plaintiffs are entitled to
participate in the rental pool if one exists, a restriction of golf course
access to persons who are either condominium owners, members, their
accompanied guests, or guests of the resort and a restriction of the
total number of club memberships. Deposition of class members and others,
including depositions of prior executives of Golf Host Resorts, have been
taken and additional discovery remains. The previously scheduled trial
date of February 3, 2003 has been postponed by the Court; a new trial

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



| | (4) |  | CONTINGENCIES (continued)                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | date has not yet been set. As this litigation is still in progress, 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 Golf
Hosts, Inc. has successful defenses based upon consultations with legal
counsel and intends to vigorously defend this action.
|
| |     |  | The Company has recorded a liability and related asset in the approximate
amount of $5,549,000, in recognition of the Master Lease Agreement
refurbishment reimbursement program. The liability will be settled in
accordance with the terms of the agreement and the asset will be amortized
on a straight line basis beginning in 2002 and ending December 31, 2009.                                               

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##### Table of Contents



GOLF HOST RESORTS, INC.




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Quarter ended March 31, 2003

During the first quarter of 2003, The Companys results of operations continued
to reflect the downward trend in the hospitality industry and the destination
golf resort segment of that industry. Occupancy percentages at the Innisbrook
resort were 17.7% less than the same three-month period for the prior year.
Total room nights were down 4,587 for the period ended March 31, 2003 and
compared to the three months ended March 31, 2002. Group and transient room
nights were down 2,847 and 1,740 room nights, respectively, as compared to the
same period last year. Total revenue per room night increased by 3.0% or $14.96
over the prior year. Gross revenue per room night for the three months ended
March 31, 2003 was $511.12 as compared to the $496.15 for the three months ended
March 31, 2002. These reductions in room nights coupled with the increase in
room night spending levels produced a net decrease in gross revenue of
approximately $1,908,000 or 13.2%.

Operating expenses, exclusive of depreciation and amortization, were down
approximately $457,000 or 4.2%. Depreciation and amortization also declined by
approximately $126,000 or 14.4%.

The decreased revenue combined with the decreases in operating expenses and
depreciation and amortization noted above, produced a net reduction in
comparative three month operating income of approximately $1,326,000. Operating
income, before interest expense and preferred dividend requirements, was
approximately $1,312,000 and $2,638,000 for the three months ended March 31,
2003 and March 31, 2002, respectively.

Interest expense, net of interest income, reflects the continued accrual of the
Companys GTA interest obligations. Total interest expense decreased by
approximately $141,000 or 5.9%. This decrease was the result of amortization of
approximately $59,000 in original issue discount on the GTA mortgage, a
reduction of capital lease interest and other interest in the approximate amount
of $87,000 and decrease in interest income of approximately $5,000.

Capital expenditure reserves in the amount of approximately $595,000 were
set-aside during the quarter ended March 31, 2003. Of this amount, approximately
$100,000 was used to fund lease payments on operating assets such as golf carts,
golf grounds equipment and computer equipment while $406,000 was used to pay for
the new guard gate, replace and repair conference center and clubhouse HVAC and
roofing systems and miscellaneous deferred maintenance projects.

The following information may contain
forward-looking statements within the meaning of Section 27A of the
Securities Act, and Section 21E of the Exchange Act. Such statements
may be identified by the inclusion of terms such as
believe, expect, hope or
may. Although the Company believes that such
forward-looking statements are based upon sound and reasonable
assumptions, given the circumstances in which the statements are
made, the actual results could differ significantly from those
described in the forward-looking statements.

Certain factors that might cause such a difference
include the following: changes in general economic conditions that
may influence group conferences and guests vacations plans;
changes in travel patterns; changes in consumer tastes in destinations
or accommodations for group conferences and vacations; changes in
retail pool participation by the current condominium owners; reaching
a settlement agreement with the Companys primary lender;
settlement of the Class Action Lawsuit; the ability of the Company to
continue to operate the Innisbrook property under its management
contracts; and the resale of condominiums to owners who elect neither
to participate in the rental pool nor to become Club members. Given
these uncertainties, readers are cautioned not to put undue reliance
on such statements.

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##### Table of Contents



GOLF HOST RESORTS, INC.




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources

The Companys working capital position has decreased to a deficit of
approximately $98,584,000. This is a reduction of approximately $506,000 in
working capital from the December 31, 2002 deficit of approximately $98,078,000.

The Company continues to experience seasonal fluctuations in its net working
capital position. These fluctuations have been managed in the past through the
utilization of an accounts receivable revolving credit line. Effective May 23,
2002, the revolving credit line with Wells Fargo Business Credit was terminated
by Wells Fargo as a result of the Companys default on the participating
mortgage with Golf Trust of America (GTA).

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

As of April 2003, 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 Innisbrook resort property, three condominium units
located at the resort, the Companys ownership interests in GTA stock, and all
rights, title and interests of the Company under existing contracts and
agreements. In addition, the Company would provide 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 are under any obligation to execute the Settlement
Agreement and GTA could initiate foreclosure proceedings or pursue any other
legal remedies available to it at any time.

As described in Note 4 of the notes to consolidated financial statements on the
Companys Form 10-K for December 31, 2002, management had determined that due to
declining demand in the hotel golf resort business and related rental pool
participation, which led to declines in operating results, impairment of the
intangible asset had occurred. At December 31, 2000, an impairment charge of
$7,441,000 was recorded. As a result of the continued decline in destination
golf resort business during 2001 and the events of September 11, 2001, the
Company had determined that further impairment had occurred and consequently
recorded an additional $3,000,000 impairment charge during the quarter ended
September 30, 2001. No further impairment has been recognized subsequent to the
period ended September 30, 2001.

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##### Table of Contents



GOLF HOST RESORTS, INC.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

|                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Registrant does not have significant market risk with respect to
foreign currency exchanges or other market rates. The Registrants
debt has a fixed contractual interest rate through the year 2027 and,
accordingly, fluctuations in interest rates are not expected to
affect financial results




Item 4. Controls and Procedures

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Within the 90 days prior to the date of this report, the Registrants
management, including the Chief Executive Officer, the Principal
Financial Officer and the Registrants agent (Westin North American
Management Company), carried out an evaluation of the effectiveness
of the design and operation of the disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, the
Registrants Chief Executive Officer and the Principal Financial
Officer concluded that the Registrants disclosure controls and
procedures are effective in timely alerting them to material
information to be included in the Registrants periodic SEC filings

|                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|There have been no significant changes in the Registrants internal
controls or in other factors that could significantly affect internal
controls subsequent to the date the Chief Executive Officer and the
Principal Financial Officer carried out this evaluation

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RENTAL POOL LEASE OPERATION

The following unaudited financial statements of the Innisbrook Rental Pool Lease
Operation (the Rental Pool) are for the quarters ended March 31, 2003 and 2002.

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

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

The operation of the Rental Pool is more fully discussed in Form 10-K, for the
fiscal year ended December 31, 2002 (file No. 2-64309).

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INNISBROOK RENTAL POOL LEASE OPERATION
BALANCE SHEETS

DISTRIBUTION FUND

|                                                         |  |   |           |  |  |             |           |              |  |  |  | 
|-------------------------------------------------------- |  | - | --------- |  |  | ----------- | --------- | ------------ |  |  |  | 
|                                                         |  |   |           |  |  | March 31,   |           |              |  | 
|                                                         |  |   |           |  |  | 2003        |           | December 31,
|                                                         |  |   |           |  |  | (unaudited) |           | 2002        
|                                                         |  |   |           |  |  |             |           |             
|ASSETS                                                  
|CASH                                                     |  | $ | 2,889     |  |  | $           |          |             
|RECEIVABLE
FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION |  |   | 1,432,787 |  |  |             | 1,790,798 |             
|LIFE SAFETY RECEIVABLE FROM PARTICIPANTS                 |  |   | 132,832   |  |  |             |          |             
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND         |  |   | 10,972    |  |  |             | 15,856    |             
|                                                         |  |   |           |  |  |             |           |             
|                                                         |  | $ | 1,579,480 |  |  | $           | 1,806,654 |             
|                                                         |  |   |           |  |  |             |           |             
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|DUE TO PARTICIPANTS FOR DISTRIBUTION                     |  | $ | 1,169,426 |  |  | $           | 1,480,977 |             
|DUE TO MAINTENANCE ESCROW FUND                           |  |   | 277,222   |  |  |             | 325,677   |             
|LIFE SAFETY SETTLEMENT LIABILITY                         |  |   | 132,832   |  |  |             |          |             
|                                                         |  |   |           |  |  |             |           |             
|                                                         |  | $ | 1,579,480 |  |  | $           | 1,806,654 |             
|                                                         |  |   |           |  |  |             |           |             
|MAINTENANCE ESCROW FUND                                 
|                                                        
|ASSETS                                                  
|CASH AND CASH EQUIVALENTS                                |  | $ | 4,400,513 |  |  | $           | 4,991,956 |             
|RECEIVABLE FROM DISTRIBUTION FUND                        |  |   | 277,222   |  |  |             | 325,677   |             
|CONSTRUCTION WORK IN PROGRESS                            |  |   |          |  |  |             | 7,284     |             
|CARPET CARE RECEIVABLE                                   |  |   | 13,563    |  |  |             | 23,576    |             
|INTEREST RECEIVABLE                                      |  |   | 12,147    |  |  |             | 9,012     |             
|                                                         |  |   |           |  |  |             |           |             
|                                                         |  | $ | 4,703,445 |  |  | $           | 5,357,505 |             
|                                                         |  |   |           |  |  |             |           |             
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|ACCOUNTS PAYABLE                                         |  | $ | 85,598    |  |  | $           | 2,820     |             
|CONSTRUCTION RETAINAGE                                   |  |   | 38,213    |  |  |             |          |             
|INTEREST PAYABLE TO DISTRIBUTION FUND                    |  |   | 10,972    |  |  |             | 15,856    |             
|PARTICIPANTS FUND BALANCES  ESCROW A                   |  |   | 1,530,143 |  |  |             | 1,366,611 |             
|PARTICIPANTS FUND BALANCES  ESCROW B                   |  |   | 3,038,519 |  |  |             | 3,972,218 |             
|                                                         |  |   |           |  |  |             |           |             
|                                                         |  | $ | 4,703,445 |  |  | $           | 5,357,505 |             
|                                                         |  |   |           |  |  |             |           |             

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

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INNISBROOK RENTAL POOL LEASE OPERATION
STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002
DISTRIBUTION FUND

|                                                  |                                        |   |              |          |      |   |            |          |  
|------------------------------------------------- | -------------------------------------- | - | ------------ | -------- | ---- | - | ---------- | -------- | -
|                                                  |                                        |   | Year-to-Date
|                                                  |                                        |   |             
|                                                  |                                        |   | 2003         |          | 2002
|                                                  |                                        |   |              |          |     
|                                                  |                                        |   | (unaudited)  |          |      |   |           
|GROSS REVENUES                                    |                                        | $ | 4,012,261    |          |      | $ | 4,927,742  |         
|                                                  |                                        |   |              |          |      |   |            |         
|DEDUCTIONS:                                       |                                        |   |              |          |      |   |            |         
|                                                  | Agents commissions                    |   |              | 178,435  |      |   |            | 194,790  |  
|                                                  | Credit card fees                       |   |              | 95,197   |      |   |            | 116,319  |  
|                                                  | Audit fees                             |   |              | 5,387    |      |   |            | 4,562    |  
|                                                  | Uncollectable room rents               |   |              | 2,119    |      |   |            | 16,132   |  
|                                                  | Linen replacements                     |   |              | 52,907   |      |   |            | 42,921   |  
|                                                  | Rental pool complimentary fees         |   |              | 975      |      |   |            | 795      |  
|                                                  |                                        |   |              |          |      |   |            |         
|                                                  |                                        |   | 335,020      |          |      |   | 375,519    |         
|                                                  |                                        |   |              |          |      |   |            |         
|ADJUSTED GROSS REVENUES                           |                                        |   | 3,677,241    |          |      |   | 4,552,223  |         
|MANAGEMENT FEE                                    |                                        |   | (2,205,748   | )        |      |   | (2,728,932 | )       
|                                                  |                                        |   |              |          |      |   |            |         
|GROSS INCOME DISTRIBUTION                         |                                        |   | 1,471,493    |          |      |   | 1,823,291  |         
|ADJUSTMENTS TO GROSS INCOME
DISTRIBUTION:         |                                        |   |              |          |      |   |            |         
|                                                  | Management fee                         |   |              | (352     | )    |   |            | (1,412   | )
|                                                  | Marketing fee                          |   |              | (192     | )    |   |            | (770     | )
|                                                  | Miscellaneous pooled expense           |   |              | (24      | )    |   |            | (92      | )
|                                                  | Corporate complimentary occupancy fees |   |              | 2,762    |      |   |            | 3,818    |  
|                                                  | Interest (Paragraph 3.1 (3))           |   |              | (3,183   | )    |   |            | (3,183   | )
|                                                  | Gtd MLA guaranteed payment             |   |              | 1,592    |      |   |            |         |  
|                                                  | Occupancy fees                         |   |              | (307,369 | )    |   |            | (361,863 | )
|                                                  | Advisory Committee expenses            |   |              | (47,394  | )    |   |            | (55,451  | )
|                                                  | Life-safety reimbursement              |   |              | (88,543  | )    |   |            |         |  
|                                                  |                                        |   |              |          |      |   |            |         
|NET INCOME DISTRIBUTION                           |                                        |   | 1,028,790    |          |      |   | 1,404,338  |         
|ADJUSTMENTS TO NET INCOME DISTRIBUTION:           |                                        |   |              |          |      |   |            |         
|                                                  | Occupancy fees                         |   |              | 307,369  |      |   |            | 361,863  |  
|                                                  | Hospitality suite fees                 |   |              | 1,440    |      |   |            | 1,861    |  
|                                                  | Westin Associate room fees             |   |              | 24,156   |      |   |            | 22,736   |  
|                                                  | Interest                               |   |              | 73,921   |      |   |            |         |  
|                                                  |                                        |   |              |          |      |   |            |         
|AMOUNT AVAILABLE FOR DISTRIBUTION
TO PARTICIPANTS |                                        | $ | 1,435,676    |          |      | $ | 1,790,798  |         
|                                                  |                                        |   |              |          |      |   |            |         
|Average daily distribution                        |                                        | $ | 27.66        |          |      | $ | 35.32      |         
|Average room rate                                 |                                        | $ | 163.24       |          |      | $ | 168.96     |         
|Occupied room nights                              |                                        |   | 24,579       |          |      |   | 29,166     |         
|Available room nights                             |                                        |   | 51,907       |          |      |   | 50,707     |         
|Occupancy percentage                              |                                        |   | 47.4         | %        |      |   | 57.5       | %       
|Average number of available units                 |                                        |   | 577          |          |      |   | 563        |         

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

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INNISBROOK RENTAL POOL LEASE OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002

DISTRIBUTION FUND

|                             |                                                                      |   |           |              |   |      |           |            |   | 
|---------------------------- | -------------------------------------------------------------------- | - | --------- | ------------ | - | ---- | --------- | ---------- | - | 
|                             |                                                                      |   |           | Year-to-date |   |      |           |           
|                             |                                                                      |   |           | 2003         |   | 2002
|                             |                                                                      |   |           |              |   |     
|                             |                                                                      |   |           | (unaudited)  |   |      |           |           
|BALANCE, beginning of period |                                                                      | $ |          |              |   | $    |          |           
|ADDITIONS:                   |                                                                      |   |           |              |   |      |           |           
|                             | Amount available for distribution                                    |   |           | 1,435,676    |   |      |           | 1,790,798  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund         |   |           | 10,972       |   |      |           | 15,856     |  
|REDUCTIONS:                  |                                                                      |   |           |              |   |      |           |           
|                             | Amounts withheld for Maintenance Escrow Fund                         |   |           | (277,222     | ) |      |           | (325,677   | )
|                             | Amounts accrued or paid to participants                              |   |           | (1,169,426   | ) |      |           | (1,480,977 | )
|                             |                                                                      |   |           |              |   |      |           |           
|BALANCE, end of period       |                                                                      | $ |          |              |   | $    |          |           
|                             |                                                                      |   |           |              |   |      |           |           
|MAINTENANCE
ESCROW FUND     
|BALANCE, beginning of period |                                                                      | $ | 3,444,280 |              |   | $    | 2,726,458 |           
|ADDITIONS:                   |                                                                      |   |           |              |   |      |           |           
|                             | Amounts withheld from occupancy fees                                 |   |           | 277,222      |   |      |           | 325,677    |  
|                             | Interest earned                                                      |   |           | 10,972       |   |      |           | 15,856     |  
|                             | Charges to participants to establish
or restore escrow balances      |   |           | 1,539,048    |   |      |           | 4,176,234  |  
|REDUCTIONS:                  |                                                                      |   |           |              |   |      |           |           
|                             | Maintenance charges                                                  |   |           | (249,986     | ) |      |           | (172,738   | )
|                             | Refurbishment Phase II                                               |   |           | (400,257     | ) |      |           | (1,152,467 | )
|                             | Carpet care reserve deposit                                          |   |           | (15,368      | ) |      |           | (14,475    | )
|                             | Interest accrued or paid to Distribution Fund                        |   |           | (10,972      | ) |      |           | (15,856    | )
|                             | Refunds to participants as prescribed by
the master lease agreements |   |           | (26,277      | ) |      |           | (549,860   | )
|                             |                                                                      |   |           |              |   |      |           |           
|BALANCE, end of period       |                                                                      | $ | 4,568,662 |              |   | $    | 5,338,829 |           
|                             |                                                                      |   |           |              |   |      |           |           

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

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##### Table of Contents






PART II  OTHER INFORMATION




Item 1. Legal Proceedings

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Golf Hosts, Inc., the Companys parent, has been named as a defendant
in a consolidated class action lawsuit whereby the plaintiffs allege
breaches of contract, including breaches in connection with the Rental
Pool Lease Agreement. The plaintiffs are seeking unspecified damages
and declaratory judgment stating that the plaintiffs are entitled to
participate in the rental pool if one exists, a limitation of golf
course access to persons who are either condominium owners, members,
their accompanied guest, or guests of the resort and a limitation of
the total number of Club memberships. Deposition of class members and
others, including depositions of prior executives of Golf Host
Resorts, have been taken and additional discovery remains. The
previously scheduled trial date of February 3, 2003 has been postponed
by the Court; a new trial date has not yet been set. As this
litigation is still in progress, 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 Golf Hosts, Inc. has
successful defenses based upon consultations with legal counsel and
intends to vigorously defend this action




Item 2. Changes in Securities and Use of Proceeds

|              
|--------------
|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 for the quarters ended March 31, 2003 and 2002.




Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are included in this Form 10-Q:

99.1 President Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

99.2 Principal Financial Officer Certification pursuant to Section 302
of Sarbanes-Oxley Act of 2002.

99.3 President Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

99.4 Principal Financial Officer Certification pursuant to Section 906
of Sarbanes-Oxley Act of 2002.

(b)  The Registrant did not file Form 8-K during the three months ended
March 31, 2003.

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##### Table of Contents






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. | 
|----------------------- | 

|      |  |              |  |     |  |                                                                                          
|----- |  | ------------ |  | --- |  | -----------------------------------------------------------------------------------------
|Date: |  | May 15, 2003 |  | By: |  | /s/ Merrick KleemanMerrick Kleeman
President                                             
|     
|Date: |  | May 15, 2003 |  | By: |  | /s/ R. Keith WiltR. Keith Wilt
Vice President and Treasurer
(Principal Financial Officer)

Page 18