##### Table of Contents



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



For Quarter Ended September 30, 2002

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
      ofincorporation or organization) |  | (I.R.S.
      EmployerIdentification 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.

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TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CONSOLIDATED BALANCE SHEETS                                                                  
|CONSOLIDATED BALANCE SHEETS                                                                  
|CONSOLIDATED STATEMENTS OF INCOME                                                            
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT                                             
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                        
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                           
|ITEM 4. Controls and Procedures                                                              
|INNISBROOK RENTAL POOL LEASE OPERATION                                                       
|BALANCE SHEETS                                                                               
|STATEMENTS OF OPERATIONS                                                                     
|STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES                                         
|TAMARRON RENTAL POOL LEASE OPERATION                                                         
|BALANCE SHEETS                                                                               
|STATEMENTS OF OPERATIONS                                                                     
|STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES                                         
|PART II  OTHER INFORMATION                                                                  
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Uses 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                                                                                   
|Ex-99.1 Section 302 CEO Certification                                                        
|Ex-99.2 Section 302 Certification                                                            
|Ex-99.3 Section 906 CEO Certification                                                        
|Ex-99.4 Section 906 Certification                                                            



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##### Table of Contents






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

ASSETS(Substantially all pledged)

|                                  |                                         |                            |            |                   |           |                  |            |           |           | 
|--------------------------------- | --------------------------------------- | -------------------------- | ---------- | ----------------- | --------- | ---------------- | ---------- | --------- | --------- | 
|                                  |                                         |                            |            | September
    30, |           | December
    31,
|                                  |                                         |                            |            | 2002              |           | 2001            
|                                  |                                         |                            |            |                   |           |                 
|                                  |                                         |                            |            | (unaudited)       |           |                  |            |          
|CURRENT
      ASSETS:             |                                         |                            |            |                   |           |                  |            |          
|                                  | Cash                                    |                            | $          | 815,377           |           |                  | $          | 665,402   |          
|                                  | Restricted
      cash                   |                            |            | 2,456,409         |           |                  |            | 1,413,326 |          
|                                  | Accounts
      receivable, net          |                            |            | 1,780,893         |           |                  |            | 2,056,232 |          
|                                  | Other
      receivables                 |                            |            | 101,069           |           |                  |            | 37,530    |          
|                                  | Inventories and supplies                |                            |            | 1,154,713         |           |                  |            | 1,070,280 |          
|                                  | Prepaid
      expenses and other assets |                            |            | 406,910           |           |                  |            | 613,962   |          
|                                  |                                         |                            |            |                   |           |                  |            |           |          
|                                  |                                         | Total
      current assets |            |                   | 6,715,371 |                  |            |           | 5,856,732 | 
|                                  |                                         |                            |           
|INTANGIBLES, net                  |                                         |                            | 12,679,435 |                   |           |                  | 13,323,572 |          
|PROPERTY
      AND EQUIPMENT, net |                                         |                            | 38,315,512 |                   |           |                  | 40,180,206 |          
|OTHER
      ASSETS                |                                         |                            | 3,494,308  |                   |           |                  | 509,215    |          
|                                  |                                         |                            |            |                   |           |                  |            |           |          
|                                  |                                         | $                          | 61,204,626 |                   |           | $                | 59,869,725 |          
|                                  |                                         |                            |            |                   |           |                  |            |           |          

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

|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |             |            |             | 
|--------------------------------- | --------------------------------------------------------------------------------------------------------- | ------------------------------- | ----------------------- | ----------- | ----------------- | ----------- | ---------------- | ----------- | ---------- | ----------- | 
|                                  |                                                                                                           |                                 |                         |             | September
    30, |             | December
    31,
|                                  |                                                                                                           |                                 |                         |             | 2002              |             | 2001            
|                                  |                                                                                                           |                                 |                         |             |                   |             |                 
|                                  |                                                                                                           |                                 |                         |             | (unaudited)       |             |                  |             |           
|CURRENT
      LIABILITIES:        |                                                                                                           |                                 |                         |             |                   |             |                  |            
|                                  | Debt due within one year                                                                                  |                                 | $                       | 79,053,089  |                   |             | $                | 79,562,698  |           
|                                  | Accounts
      payable                                                                                    |                                 |                         | 3,990,392   |                   |             |                  | 7,762,297   |           
|                                  | Accrued
      payroll costs                                                                               |                                 |                         | 1,186,184   |                   |             |                  | 772,296     |           
|                                  | Accrued
      interest                                                                                    |                                 |                         | 12,283,005  |                   |             |                  | 2,263,163   |           
|                                  | Other
      payables                                                                                      |                                 |                         | 2,886,293   |                   |             |                  | 2,775,026   |           
|                                  | Deposits
      and prepaid fees                                                                           |                                 |                         | 2,225,706   |                   |             |                  | 2,695,273   |           
|                                  | Due to
      related parties                                                                              |                                 |                         | 92,000      |                   |             |                  | 48,428      |           
|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |            
|                                  |                                                                                                           | Total
      current liabilities |                         |             | 101,716,669       |             |                  |             | 95,879,181 |            
|                                 
|DEBT
DUE AFTER ONE YEAR           |                                                                                                           |                                 |                        |             |                   |             | 51,213           |            
|OTHER
      LONG-TERM LIABILITIES |                                                                                                           |                                 | 10,265,009              |             |                   |             | 12,205,203       |            
|LONG-TERM REFURBISHMENT           |                                                                                                           |                                 | 3,256,120               |             |                   |             |                 |            
|DEFERRED
      TAX LIABILITY      |                                                                                                           |                                 | 1,255,000               |             |                   |             | 1,255,000        |            
|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |            
|                                  |                                                                                                           |                                 | Total
      liabilities |             |                   | 116,492,798 |                  |             |            | 109,390,597 | 
|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |            
|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                                                                                       |                                 |                         | (51,382,849 | )                 |             |                  | (45,615,549 | )         
|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |            
|                                  | Total
      shareholders deficit                                                                         |                                 |                         | (55,288,172 | )                 |             |                  | (49,520,872 | )         
|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |            
|                                  | Total
      liabilities and shareholders deficit                                                         |                                 | $                       | 61,204,626  |                   |             | $                | 59,869,725  |           
|                                  |                                                                                                           |                                 |                         |             |                   |             |                  |            

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 September
      30, |           | Nine months ended
      September 30,
|                                                                           |                                  |   |                                    |           |                                      
|                                                                           |                                  |   | 2002                               |           | 2001                                  |   | 2002       |           | 2001
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |     
|REVENUES:                                                                  |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |           
|                                                                           | Resort
      facilities          |   | $                                  | 1,752,027 |                                       |   | $          | 1,835,812 |      |   | $          | 10,149,089 |  |   | $          | 13,960,991 | 
|                                                                           | Food and
      beverage          |   |                                    | 1,675,795 |                                       |   |            | 1,480,863 |      |   |            | 9,076,147  |  |   |            | 10,544,809 | 
|                                                                           | Golf                             |   |                                    | 1,715,605 |                                       |   |            | 1,754,794 |      |   |            | 9,187,693  |  |   |            | 10,794,265 | 
|                                                                           | Other                            |   |                                    | 1,327,330 |                                       |   |            | 966,787   |      |   |            | 4,265,135  |  |   |            | 4,282,329  | 
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|                                                                           |                                  |   | 6,470,757                          |           |                                       |   | 6,038,256  |           |      |   | 32,678,064 |            |  |   | 39,582,394 |           
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|COST AND
      OPERATING EXPENSES:                                         |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |           
|                                                                           | Resort
      facilities          |   |                                    | 1,740,671 |                                       |   |            | 1,932,180 |      |   |            | 7,867,343  |  |   |            | 9,879,706  | 
|                                                                           | Food and
      beverage          |   |                                    | 1,426,942 |                                       |   |            | 1,587,577 |      |   |            | 6,194,251  |  |   |            | 7,285,816  | 
|                                                                           | Golf                             |   |                                    | 1,440,819 |                                       |   |            | 1,463,194 |      |   |            | 4,699,426  |  |   |            | 5,121,083  | 
|                                                                           | Other                            |   |                                    | 1,910,170 |                                       |   |            | 5,096,125 |      |   |            | 6,611,544  |  |   |            | 10,319,031 | 
|                                                                           | General
      and administrative |   |                                    | 1,053,885 |                                       |   |            | 880,923   |      |   |            | 3,379,422  |  |   |            | 3,795,585  | 
|                                                                           | Depreciation and amortization    |   |                                    | 904,925   |                                       |   |            | 968,284   |      |   |            | 2,638,202  |  |   |            | 2,904,851  | 
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|                                                                           |                                  |   | 8,477,412                          |           |                                       |   | 11,928,283 |           |      |   | 31,390,188 |            |  |   | 39,306,072 |           
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|INCOME
      BEFORE INCOME/(LOSS) ON LEASED ASSET AND ASSETS HELD FOR SALE |                                  |   | (2,006,655                         | )         |                                       |   | (5,890,027 | )         |      |   | 1,287,876  |            |  |   | 276,322    |           
|INCOME/(LOSS) ON LEASED ASSET AND ASSETS HELD FOR SALE                     |                                  |   |                                   |           |                                       |   | 162,371    |           |      |   |           |            |  |   | (108,540   | )         
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|OPERATING (LOSS)/
      INCOME                                             |                                  |   | (2,006,655                         | )         |                                       |   | (5,727,656 | )         |      |   | 1,287,876  |            |  |   | 167,782    |           
|INTEREST,
      NET                                                        |                                  |   | 2,256,235                          |           |                                       |   | 2,353,139  |           |      |   | 6,862,945  |            |  |   | 7,265,296  |           
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|LOSS
      BEFORE DIVIDEND REQUIREMENTS ON PREFERRED STOCK                 |                                  |   | (4,262,890                         | )         |                                       |   | (8,080,795 | )         |      |   | (5,575,069 | )          |  |   | (7,097,514 | )         
|DIVIDEND
      REQUIREMENTS ON PREFERRED STOCK                             |                                  |   | 64,077                             |           |                                       |   | 64,077     |           |      |   | 192,231    |            |  |   | 192,231    |           
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 
|LOSS AVAILABLE TO COMMON SHAREHOLDER                                       |                                  | $ | (4,326,967                         | )         |                                       | $ | (8,144,872 | )         |      | $ | (5,767,300 | )          |  | $ | (7,289,745 | )         
|                                                                           |                                  |   |                                    |           |                                       |   |            |           |      |   |            |            |  |   |            |            | 

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 |  |        |       |        |  |         |           |         |  |         |           | 
|                                         |  | Common Stock |       | Preferred Stock |  |        |       |        |  |         |           |         |  |         |           | 
|                                         |  |              |       |                 |  |        |       |        |  |         |           |         |  | Total  
|                                         |  |              |       |                 |  |        |       |        |  |         |           |         |  |         |           |  |  | Paid-In |             | Retained |  | Shareholder's
|                                         |  | Shares       |       | Amount          |  | Shares |       | Amount |  | Capital |           | Deficit |  | Deficit
|                                         |  |              |       |                 |  |        |       |        |  |         |           |         |  |        
|Balance, December 31, 2000               |  |              | 5,000 |                 |  | $      | 5,000 |        |  |         | 4,577,000 |         |  | $       | 4,577,000 |  |  | $       | (13,557,000 | )        |  | $             | (33,744,244 | ) |  | $ | (42,719,244 | )
|Net loss allocated to common
shareholder |  |              |      |                 |  |        |      |        |  |         |          |         |  |         |          |  |  |         |            |          |  |               | (10,610,891 | ) |  |   | (10,610,891 | )
|Forgiveness of operating deficits        |  |              |       |                 |  |        |       |        |  |         |           |         |  |         |           |  |  |         | 5,069,677   |          |  |               |            |   |  |   | 5,069,677   |  
|Contribution from shareholder            |  |              |       |                 |  |        |       |        |  |         |           |         |  |         |           |  |  |         |            |          |  |               | 2,667,921   |   |  |   | 2,667,921   |  
|Distribution to shareholder              |  |              |      |                 |  |        |      |        |  |         |          |         |  |         |          |  |  |         |            |          |  |               | (3,928,335  | ) |  |   | (3,928,335  | )
|                                         |  |              |       |                 |  |        |       |        |  |         |           |         |  |         |           |  |  |         |             |          |  |               |             |   |  |   |             |  
|Balance, December 31, 2001               |  |              | 5,000 |                 |  |        | 5,000 |        |  |         | 4,577,000 |         |  |         | 4,577,000 |  |  |         | (8,487,323  | )        |  |               | (45,615,549 | ) |  |   | (49,520,872 | )
|Net loss allocated to common
shareholder |  |              |      |                 |  |        |      |        |  |         |          |         |  |         |          |  |  |         |            |          |  |               | (5,767,300  | ) |  |   | (5,767,300  | )
|                                         |  |              |       |                 |  |        |       |        |  |         |           |         |  |         |           |  |  |         |             |          |  |               |             |   |  |   |             |  
|Balance, September 30, 2002
(unaudited)  |  |              | 5,000 |                 |  | $      | 5,000 |        |  |         | 4,577,000 |         |  | $       | 4,577,000 |  |  | $       | (8,487,323  | )        |  | $             | (51,382,849 | ) |  | $ | (55,288,172 | )
|                                         |  |              |       |                 |  |        |       |        |  |         |           |         |  |         |           |  |  |         |             |          |  |               |             |   |  |   |             |  

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 NINE MONTHS ENDED SEPTEMBER 30,
(unaudited)

|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |            |  
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------------- | --------- | ---------- | ---------- | ---- | -------- | ---------- | ---------- | -
|                                                                                                     |                                                                       |                                                 |           | 2002       |            | 2001
|                                                                                                     |                                                                       |                                                 |           |            |            |     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                |                                                                       |                                                 |           |            |            |      |          |           
|                                                                                                     | Net loss before dividend requirements on preferred stock              |                                                 | $         | (5,575,069 | )          |      | $        | (7,097,514 | )         
|                                                                                                     | Adjustments to reconcile net loss to net cash
provided by operations: |                                                 |           |            |            |      |          |            |           
|                                                                                                     |                                                                       | Management
company contribution                 |           |            | (425,688   | )    |          |            |           |  
|                                                                                                     |                                                                       | Provision for bad debt                          |           |            | 212,449    |      |          |            | 166,662    |  
|                                                                                                     |                                                                       | Depreciation and amortization                   |           |            | 2,638,202  |      |          |            | 2,904,851  |  
|                                                                                                     |                                                                       | Gain
on disposal of capital lease               |           |            | (294,822   | )    |          |            |           |  
|                                                                                                     |                                                                       | Provision for intangible impairment             |           |            |           |      |          |            | 3,000,000  |  
|                                                                                                     |                                                                       | Rental
pool expense                             |           |            | 305,262    |      |          |            |           |  
|                                                                                                     |                                                                       | Gain on sale of asset held for sale             |           |            |           |      |          |            | (1,164,911 | )
|                                                                                                     |                                                                       | Changes in operating working capital            |           | 5,659,421  |            |      |          | 2,416,968  |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|                                                                                                     |                                                                       | Cash provided by operating activities           |           |            | 2,519,755  |      |          |            | 226,056    |  
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                |                                                                       |                                                 |           |            |            |      |          |           
|                                                                                                     | Increase in other assets                                              |                                                 |           | (34,235    | )          |      |          | (25,254    | )         
|                                                                                                     | Purchases of property and equipment                                   |                                                 |           | (282,945   | )          |      |          | (727,032   | )         
|                                                                                                     | Proceeds from sale of assets held for sale                            |                                                 |           |           |            |      |          | 3,928,635  |           
|                                                                                                     | Net recovery of cost of PP&G sold or retired                          |                                                 |           |           |            |      |          | (47,624    | )         
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|                                                                                                     |                                                                       | Cash
(used in) provided by investing activities |           |            | (317,180   | )    |          |            | 3,128,725  |  
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                |                                                                       |                                                 |           |            |            |      |          |           
|                                                                                                     | Contribution
from owner                                               |                                                 |           | 21,239     |            |      |          |           |           
|                                                                                                     | Distribution to shareholder                                           |                                                 |           |           |            |      |          | (3,928,335 | )         
|                                                                                                     | Repayment of debt                                                     |                                                 |           | (133,645   | )          |      |          | (743,606   | )         
|                                                                                                     | Repayment of line of credit                                           |                                                 |           |           |            |      |          | (667,141   | )         
|                                                                                                     | Increases in other long-term liabilities                              |                                                 |           | (1,940,194 | )          |      |          | 1,571,056  |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|                                                                                                     |                                                                       | Cash used in financing activities               |           |            | (2,052,600 | )    |          |            | (3,768,026 | )
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|NET
INCREASE (DECREASE)  IN CASH                                                                     |                                                                       |                                                 | 149,975   |            |            |      | (413,245 | )         
|CASH, BEGINNING OF PERIOD                                                                            |                                                                       |                                                 | 665,402   |            |            |      | 565,400  |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|CASH, END OF PERIOD                                                                                  |                                                                       | $                                               | 815,377   |            |            | $    | 152,155  |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|NON-CASH FINANCING AND INVESTING ACTIVITIES:                                                         |                                                                       |                                                 |           |            |            |      |          |           
|The Company satisfied its preferred stock dividend liability to GHI
through the intercompany account |                                                                       | $                                               | 192,231   |            |            | $    | 192,231  |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|Transfer from fixed assets to assets held for sale                                                   |                                                                       |                                                 |          |            |            | $    | 281,100  |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           
|Master lease agreement refurbishment program                                                         |                                                                       | $                                               | 3,256,120 |            |            | $    |         |           
|                                                                                                     |                                                                       |                                                 |           |            |            |      |          |            |           

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.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|(1) |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The financial statements for December 31, 2001 were prepared assuming the Company will continue as
a going concern. As discussed in the notes to the consolidated financial statements on Form 10-K dated
December 31, 2001, the Company has suffered recurring losses from operations, has negative working
capital and has a shareholders deficit. These issues raise
substantial doubt about the Companys 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 7 of the notes to the consolidated financial statements on Form 10-K,
the Company had defaulted under the terms of its debt agreement and Golf Hosts, 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 these 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, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | The accompanying consolidated balance sheet for September 30, 2002, and consolidated statements of
operations and cash flows for the periods ended September 30, 2002 and 2001, 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
$644,000 and $1,157,000 for the nine months ended September 30, 2002 and 2001, respectively.                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | As noted in the Companys 10-K for December 31, 2001, management had determined that due to declining
demand in the resort business and reduced rental pool participation which led to declines in operating results,
impairment had occurred. At December 31, 2000, an impairment charge of $7,441,000 was recorded. As a
result of the 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.                                                                                                                                                                                                                                                                                                 

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



|(3) |  | Debt                           
|--- |  | -------------------------------
|   
|    |  | Debt consists of the following:

|                                                                  |  |               |             |              |  |   |             |  
|----------------------------------------------------------------- |  | ------------- | ----------- | ------------ |  | - | ----------- | -
|                                                                  |  | September 30, |             | December 31,
|                                                                  |  | 2002          |             | 2001        
|                                                                  |  |               |             |             
|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   |  
|Capital leases                                                    |  |               | 78,089      |              |  |   | 638,911     |  
|                                                                  |  |               |             |              |  |   |             |  
|                                                                  |  |               | 79,053,089  |              |  |   | 79,613,911  |  
|Less current maturities                                           |  |               | (79,053,089 | )            |  |   | (79,562,698 | )
|                                                                  |  |               |             |              |  |   |             |  
|Debt due after one year                                           |  | $             |            |              |  | $ | 51,213      |  
|                                                                  |  |               |             |              |  |   |             |  



|(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 the total number of Club members 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, Inc. have been taken and additional discovery remains.
The previously scheduled trial date of February 3, 2002 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.
|   
|    |  | The Company has recorded a
liability and related asset, in the approximate amount of $3,256,000,
in recognition of the Master Lease Agreement refurbishment
reimbursement program. The liability and asset will be amortized
consistent with the repayment schedule, as defined in the Master
Lease Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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



|(5) |  | TAMARRONS RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Company assumed responsibility for the net income (loss) of Tamarron under the terms of the lease
agreement between the Company and Golf Host II, Inc. entered into during 2000. The net loss is as
follows and is included in loss on leased asset and assets held for
sale in the statement of operations:

|                           |  |                     |            |  
|-------------------------- |  | ------------------- | ---------- | -
|                           |  | Nine months ended  
|                           |  | September 30, 2001.
|                           |  |                    
|Revenue:                   |  |                     |            |  
|Hotel                      |  | $                   | 2,605,035  |  
|Food and beverage          |  |                     | 1,679,854  |  
|Golf                       |  |                     | 1,582,319  |  
|Other                      |  |                     | 1,591,104  |  
|                           |  |                     |            |  
|                           |  |                     | 7,458,312  |  
|                           |  |                     |            |  
|Costs & operating expense: |  |                     |            |  
|Hotel                      |  |                     | 932,994    |  
|Food and beverage          |  |                     | 1,204,816  |  
|Golf                       |  |                     | 692,247    |  
|Other                      |  |                     | 2,473,893  |  
|General and administrative |  |                     | 3,344,082  |  
|Interest expense           |  |                     | 83,731     |  
|                           |  |                     |            |  
|                           |  |                     | 8,731,763  |  
|                           |  |                     |            |  
|Net loss                   |  | $                   | (1,273,451 | )
|                           |  |                     |            |  



| |  | 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 $5,000,000 mortgage note from the previous owners.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Golf Host Resorts, Inc.






|ITEM 2. |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations
|------- |  | -------------------------------------------------------------------------------------

The comparative results for 2001 exclude the
activities of the Tamarron Resort, which the Company assumed
responsibility for the new income (loss) under the terms of a lease
agreement entered into between the Company and Golf Host II
during 2000. Golf Host II sold the Tamarron Resort on
November 19, 2001. The exclusion of Tamarron's results allows
for comparison on a period to period basis for the
Innisbrook property.

Quarter ended September 30, 2002

During the third quarter of 2002, the Companys results of operations continued
to reflect the economic downward trend within the hospitality industry.
Occupancy percentages at the Innisbrook property were down 4.2% or 810 room
nights as compared to the same quarter in 2001. Total room nights for 2002 and
2001 were 18,328 and 19,138, respectively. Revenue per room night for the third
quarter improved by $37.54 or 11.9% per room night over the 2001 amounts. Total room
night spending in the third quarter of 2002 was $353.05 as compared to $315.51
in the third quarter of 2001. These reductions in room nights coupled with the
increased spending produced a net increase in total revenue of approximately
$433,000 or 7.2%. Total revenue for the third quarter of 2002 was approximately
$6,471,000 as compared to approximately $6,038,000 in 2001. Room nights in the
period were down in the social/transient and up in the group sectors.
Social/transient was down 1,454 room nights or 20.4% while group room nights
were up 644 or 5.4% as compared to the same period last year.

Operating expenses, inclusive of depreciation,
amortization and income/loss on leased asset, were down as
compared to last year by approximately $3,289,000 or 27.9%. Depreciation and
amortization on a combined basis decreased from approximately $968,000 to
approximately $905,000 for the comparative quarters.

Interest expense, net reflects the continuing accrual of the GTA mortgage
interest obligation. Interest for the quarter was down approximately
$97,000.
This decrease reflects the contractual increase associated with the GTA loan of
approximately $13,000 for the $9,000,000 portion, offset by the reduction of other interest factors
related to capital leases and short term borrowings.

Capital expenditure reserves in the approximate amount of $580,000 were
set-aside during the period. Of this amount, approximately $104,800 was used
to fund capital lease payments on operating assets while
approximately $120,200
was spent on repairs and replacements of operating assets such as the roofs of
the reception center, rear guard house and fitness center.

Year to Date September 30, 2002

During the nine months ended September 31, 2002, gross revenues declined by
approximately $6,904,000 or 17.4% from the same nine-month period last year.
Total revenue in 2002 was approximately $32,678,000 as compared to $39,582,000
in 2001. Room nights also declined from the 2001 levels. Total room nights
for the nine months of 2002 were down by 15,634 or 17.4% as compared to 2001.
Both the social/transient and group nights were down in the amounts of 2,958
and 12,676 respectively. These reductions continue to reflect our
customers'
concerns about the current economy. Gross room night spending
increased by
$.02 per room night. In 2001 the gross spending was $441.75 per room
night, versus spending in 2002 of $444.77 per room night. The combined
reduction in room nights and increased room night spending produced the reduction
in gross revenues noted above.

Operating expenses for the nine-month period ended September 30, 2002,
inclusive of depreciation, amortization and income/loss on assets
held for sale and leased assets were down by approximately
$7,916,000 as compared to the same period in 2001. Total operating expenses in
2002 and 2001 were approximately $31,390,000 and $39,306,000, respectively.
Depreciation and amortization decreased by approximately $267,000 or
9.2% from
the 2001 level.

Loss on leased assets and assets held for sale in
the approximate amount of $109,000 in 2001 reflects a gain on the sale
of Innisbrook land in the amount of $1,165,000 offset by losses on
the leased asset of $1,274,000.

Interest expense for the nine months ended September 30, 2002, was
approximately $402,000 less than the same period in 2001. This decrease is a
result of the contractual increase in the GTA mortgage loan of approximately
$39,000 for the $9,000,000 portion being offset by reductions in the interest expense associated with the
prior shareholders' loans and accounts receivable revolving credit line loans.

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Golf Host Resorts, Inc.



|ITEM 2. |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations  Continued
|------- |  | -------------------------------------------------------------------------------------------------

The Company set aside approximately $1,739,000 in capital expenditure reserves
during the nine months ended September 30, 2002. These funds are identified as
restricted cash on the balance sheet and have been set aside to provide for
capital improvements and repairs. Of this amount, $324,000 has been used to
fund operating leases such as golf carts, golf course maintenance equipment,
computer, telephone equipment and other resort operating leases. An additional
$298,000 has been spent to build a new front entrance guard house, install new
water heaters in the clubhouses and conference centers, replace the roofing on
the reception center, island clubhouse and tennis facility, upgrade the
computer systems and numerous deferred maintenance projects.

Liquidity and Capital Resources

The Companys working capital position has decreased to a deficit of approximately
$95,001,000.
This is a $4,979,000 reduction in working capital from the December 31, 2001
deficit of approximately $90,022,000.

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 facility with Wells
Fargo Business Credit. Effective May 23, 2002, Wells Fargo Business Credit
elected to terminate the Companys credit because the Company had defaulted on
the 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 with GTA arising from the Companys failure
to pay the October 2001 interest installment. GTA has asserted its right to
accelerate payment of the total outstanding principal and interest amounts.

As of March 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 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 limited indemnity to defend and hold
harmless GTA (and its affiliates) from and against any and all costs,
liabilities, claims, losses, judgements or damages arising out of or in
connection with the Class Action Lawsuit, as well as liabilities accruing on or
before the closing date relating to employee benefits and liabilities for
contracts or agreements not disclosed by the Company to GTA. In return, it is
anticipated that GTA would deliver to the Company a duly executed release. No
settlement Agreement has yet been signed and no terms are definite. Neither
GTA nor any of its affiliates is under any obligation to continue negotiating
with the Company or to execute the Settlement Agreement and could initiate
foreclosure proceedings and pursue its other remedies at any time.

As noted in the Companys 10-K for
December 31, 2001, management had determined
that due to declining demand in the hotel golf resort business and reduced
rental pool participation which led to declines in operating results,
impairment in the intangible asset had occurred. At December 31, 2000, an impairment charge of
$7,441,000 was recorded. As a result of 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 recognized
an additional $3,000,000 impairment charge during the quarter ended
September 30, 2001. No further impairment has been recognized in
the nine months ended September 30, 2002.






|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.

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GOLF HOST RESORTS, INC.






|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 Financial Officer and the Principal Financial Officer
carried out this evaluation.

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INNISBROOK RENTAL POOL LEASE OPERATION

The following unaudited financial statements of the Innisbrook Rental Pool Lease
Operation (the Rental Pool) are for the quarters and six months ended
June 30, 2002 and 2001.

The operation of the Rental Pool is 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
("MLA"), to participating
condominium owners (Participants).

Effective January 1, 2002, the Company replaced the MLA which expired
on December 31, 2001, with a new Master Lease Agreement ("NMLA").  The
NMLA provides for Adjusted Gross Revenues, as defined, to be divided
40% to the Innisbrook participants and 60% to the Company.
At December 31, 2001, 605 condominium units had elected to
participate in the NMLA while 13 had elected to participate or remain
in the Guaranteed Distribution Master Lease Agreement ("GMLA").

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, 2001 (file No. 2-64309).

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##### Table of Contents






INNISBROOK RENTAL POOL LEASE OPERATION
BALANCE SHEETS

DISTRIBUTION FUND

|                                                         |  |   |           |  |                   |   |                  |  |  |  | 
|-------------------------------------------------------- |  | - | --------- |  | ----------------- | - | ---------------- |  |  |  | 
|                                                         |  |   |           |  | September
30,2002 |   | December
31,2001
|                                                         |  |   |           |  |                   |   |                 
|                                                         |  |   |           |  | (unaudited)       |   |                 
|ASSETS                                                  
|RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION |  | $ | 662,704   |  |                   | $ | 948,703          | 
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND         |  |   | 19,303    |  |                   |   | 17,408           | 
|                                                         |  |   |           |  |                   |   |                  | 
|                                                         |  | $ | 682,007   |  |                   | $ | 966,111          | 
|                                                         |  |   |           |  |                   |   |                  | 
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|DUE TO PARTICIPANTS FOR DISTRIBUTION                     |  |   | 470,084   |  |                   |   | 763,301          | 
|DUE TO MAINTENANCE ESCROW FUND                           |  |   | 211,923   |  |                   |   | 202,810          | 
|                                                         |  |   |           |  |                   |   |                  | 
|                                                         |  | $ | 682,007   |  |                   | $ | 966,111          | 
|                                                         |  |   |           |  |                   |   |                  | 
|MAINTENANCE ESCROW FUND                                 
|                                                        
|ASSETS                                                  
|CASH AND CASH EQUIVALENTS                                |  | $ | 3,583,834 |  |                   | $ | 1,242,415        | 
|SHORT-TERM INVESTMENTS                                   |  |   |          |  |                   |   | 1,330,000        | 
|RECEIVABLE FROM DISTRIBUTION FUND                        |  |   | 211,923   |  |                   |   | 202,810          | 
|CONSTRUCTION WORK IN PROGRESS                            |  |   | 99,826    |  |                   |   |                 | 
|CARPET CARE RESERVE                                      |  |   | 20,566    |  |                   |   | 13,692           | 
|INTEREST RECEIVABLE                                      |  |   | 21,713    |  |                   |   | 13,925           | 
|                                                         |  |   |           |  |                   |   |                  | 
|                                                         |  | $ | 3,937,862 |  |                   | $ | 2,802,842        | 
|                                                         |  |   |           |  |                   |   |                  | 
|LIABILITIES AND PARTICIPANTS' FUND BALANCES             
|ACCOUNTS PAYABLE                                         |  | $ | 282,897   |  |                   | $ | 58,976           | 
|INTEREST PAYABLE TO DISTRIBUTION FUND                    |  |   | 19,303    |  |                   |   | 17,408           | 
|PARTICIPANTS FUND BALANCES                              |  |   | 3,635,662 |  |                   |   | 2,726,458        | 
|                                                         |  |   |           |  |                   |   |                  | 
|                                                         |  | $ | 3,937,862 |  |                   | $ | 2,802,842        | 
|                                                         |  |   |           |  |                   |   |                  | 

These statements were prepared from the books and records of the Rental Pool without audit and,
in the opinion of the Rental Pool Operator, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(unaudited)

DISTRIBUTION FUND

|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |            |  
|------------------------------------------------- | -------------------------------------- | - | --------------- | -------- | ------------ | - | --------- | -------- | ---- | - | ---------- | -------- | - | - | ---------- | ---------- | -
|                                                  |                                        |   | Current Quarter |          | Year-to-Date
|                                                  |                                        |   |                 |          |             
|                                                  |                                        |   | 2002            |          | 2001         |   | 2002      |          | 2001
|                                                  |                                        |   |                 |          |              |   |           |          |     
|GROSS REVENUES                                    |                                        | $ | 1,728,450       |          |              | $ | 2,045,547 |          |      | $ | 9,981,870  |          |   | $ | 13,272,026 |           
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|DEDUCTIONS:                                       |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|                                                  | Agents commissions                    |   |                 | 47,699   |              |   |           | 100,056  |      |   |            | 420,815  |   |   |            | 554,439    |  
|                                                  | Credit card fees                       |   |                 | 40,776   |              |   |           | 45,440   |      |   |            | 236,282  |   |   |            | 127,233    |  
|                                                  | Audit fees                             |   |                 | 3,813    |              |   |           | 3,625    |      |   |            | 12,187   |   |   |            | 10,875     |  
|                                                  | Uncollectible room rents               |   |                 | 2,295    |              |   |           |         |      |   |            | 26,666   |   |   |            |           |  
|                                                  | Linen replacements                     |   |                 | 17,351   |              |   |           |         |      |   |            | 126,379  |   |   |            |           |  
|                                                  | Rental pool complimentary fees         |   |                 | 2,413    |              |   |           |         |      |   |            | 4,233    |   |   |            |           |  
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|                                                  |                                        |   | 114,347         |          |              |   | 149,121   |          |      |   | 826,562    |          |   |   | 692,547    |           
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|ADJUSTED GROSS REVENUES                           |                                        |   | 1,614,103       |          |              |   | 1,896,426 |          |      |   | 9,155,308  |          |   |   | 12,579,479 |           
|AMOUNT RETAINED BY LESSEE                         |                                        |   | (967,743        | )        |              |   | (945,022  | )        |      |   | (5,488,598 | )        |   |   | (6,269,449 | )         
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|GROSS INCOME DISTRIBUTION                         |                                        |   | 646,360         |          |              |   | 951,404   |          |      |   | 3,666,710  |          |   |   | 6,310,030  |           
|ADJUSTMENTS TO GROSS INCOME
DISTRIBUTION:         |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|                                                  | Management fee                         |   |                 | (417     | )            |   |           | (106,342 | )    |   |            | (2,705   | ) |   |            | (691,108   | )
|                                                  | Marketing fee                          |   |                 | (228     | )            |   |           | (58,005  | )    |   |            | (1,476   | ) |   |            | (376,969   | )
|                                                  | General pooled expenses                |   |                 |         |              |   |           |         |      |   |            | (12,355  | ) |   |            |           |  
|                                                  | Miscellaneous pooled expense           |   |                 | (49      | )            |   |           | (11,081  | )    |   |            | (218     | ) |   |            | (51,881    | )
|                                                  | Corporate complimentary occupancy fees |   |                 | 7,705    |              |   |           | 12,361   |      |   |            | 16,422   |   |   |            | 33,607     |  
|                                                  | Interest                               |   |                 | 36,365   |              |   |           |         |      |   |            | 108,881  |   |   |            |           |  
|                                                  | Westin Associate room fees             |   |                 | 22,393   |              |   |           | 25,039   |      |   |            | 61,838   |   |   |            | 76,979     |  
|                                                  | Occupancy fees                         |   |                 | (223,879 | )            |   |           | (255,493 | )    |   |            | (914,830 | ) |   |            | (1,155,586 | )
|                                                  | Advisory Committee expenses            |   |                 | (50,641  | )            |   |           | (42,524  | )    |   |            | (154,406 | ) |   |            | (130,773   | )
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|NET INCOME DISTRIBUTION                           |                                        |   | 437,609         |          |              |   | 515,359   |          |      |   | 2,767,861  |          |   |   | 4,014,299  |           
|ADJUSTMENTS TO NET INCOME DISTRIBUTION:           |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|                                                  | Occupancy fees                         |   |                 | 223,879  |              |   |           | 255,493  |      |   |            | 914,830  |   |   |            | 1,155,586  |  
|                                                  | Hospitality suite fees                 |   |                 | 1,216    |              |   |           |         |      |   |            | 4,234    |   |   |            |           |  
|                                                  | Greens fees                            |   |                 |         |              |   |           | 851      |      |   |            |         |   |   |            | 6,702      |  
|                                                  | Additional participation credit        |   |                 |         |              |   |           | 660      |      |   |            |         |   |   |            | 2,070      |  
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|AMOUNT AVAILABLE FOR DISTRIBUTION
TO PARTICIPANTS |                                        | $ | 662,704         |          |              | $ | 772,363   |          |      | $ | 3,686,925  |          |   | $ | 5,178,657  |           
|                                                  |                                        |   |                 |          |              |   |           |          |      |   |            |          |   |   |            |           
|Average daily distribution                        |                                        | $ | 12.26           |          |              | $ | 12.48     |          |      | $ | 23.36      |          |   | $ | 28.84      |           
|Average room rate                                 |                                        | $ | 94.31           |          |              | $ | 106.88    |          |      | $ | 134.94     |          |   | $ | 148.12     |           
|Occupied room nights                              |                                        |   | 18,328          |          |              |   | 19,138    |          |      |   | 73,970     |          |   |   | 89,604     |           
|Available room nights                             |                                        |   | 54,040          |          |              |   | 61,867    |          |      |   | 157,815    |          |   |   | 179,587    |           
|Occupancy percentage                              |                                        |   | 33.9            | %        |              |   | 30.9      | %        |      |   | 46.9       | %        |   |   | 49.9       | %         
|Average number of available units                 |                                        |   | 587             |          |              |   | 672       |          |      |   | 578        |          |   |   | 658        |           

These statements were prepared from the books and records of the Rental Pool without audit and, in the
opinion of the Rental Pool Operator, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(unaudited)

DISTRIBUTION FUND

|                             |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |            |   |  | 
|---------------------------- | -------------------------------------------------------------------- | - | --------- | ---------- | --------------- | - | ------------ | -------- | ---- | - | --------- | ---------- | - | - | --------- | ---------- | - |  | 
|                             |                                                                      |   |           |            | Current Quarter |   | Year-to-date
|                             |                                                                      |   |           |            |                 |   |             
|                             |                                                                      |   |           |            | 2002            |   | 2001         |          | 2002 |   | 2001     
|                             |                                                                      |   |           |            |                 |   |              |          |      |   |          
|BALANCE, beginning of period |                                                                      | $ |          |            |                 | $ |             |          |      | $ |          |            |   | $ |          |           
|ADDITIONS:                   |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Amount available for distribution                                    |   |           | 662,704    |                 |   |              | 772,363  |      |   |           | 3,686,925  |   |   |           | 5,178,657  |  
|                             | Interest received or receivable from Maintenance Escrow Fund         |   |           | 19,303     |                 |   |              | 20,911   |      |   |           | 57,021     |   |   |           | 70,227     |  
|REDUCTIONS:                  |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Amounts withheld for Maintenance Escrow Fund                         |   |           | (211,923   | )               |   |              | (227,793 | )    |   |           | (833,779   | ) |   |           | (1,030,691 | )
|                             | Amounts accrued or paid to participants                              |   |           | (470,084   | )               |   |              | (565,481 | )    |   |           | (2,910,167 | ) |   |           | (4,218,193 | )
|                             |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|BALANCE, end of period       |                                                                      | $ |          |            |                 | $ |             |          |      | $ |          |            |   | $ |          |           
|                             |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|MAINTENANCE ESCROW FUND     
|BALANCE, beginning of period |                                                                      | $ | 4,943,836 |            |                 | $ | 2,625,147    |          |      | $ | 2,726,458 |            |   | $ | 2,002,330 |           
|ADDITIONS:                   |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Amounts withheld from occupancy fees                                 |   |           | 211,923    |                 |   |              | 227,793  |      |   |           | 833,779    |   |   |           | 1,030,691  |  
|                             | Interest earned                                                      |   |           | 19,303     |                 |   |              | 20,911   |      |   |           | 57,021     |   |   |           | 70,227     |  
|                             | Other cost reimbursement                                             |   |           |           |                 |   |              |         |      |   |           |           |   |   |           | 397,412    |  
|                             | Charges to participants to establish
or restore escrow balances      |   |           | 74,749     |                 |   |              | 8,511    |      |   |           | 4,565,917  |   |   |           | 254,128    |  
|REDUCTIONS:                  |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|                             | Maintenance charges                                                  |   |           | (163,948   | )               |   |              | (109,782 | )    |   |           | (452,259   | ) |   |           | (380,674   | )
|                             | Carpet care reserve deposit                                          |   |           | (11,774    | )               |   |              | (25,550  | )    |   |           | (42,704    | ) |   |           | (70,556    | )
|                             | Refurbishment Phase II                                               |   |           | (1,310,243 | )               |   |              |         |      |   |           | (3,281,652 | ) |   |           |            |  
|                             | Interest accrued or paid to Distribution Fund                        |   |           | (19,303    | )               |   |              | (20,911  | )    |   |           | (57,021    | ) |   |           | (70,227    | )
|                             | Refunds to participants as prescribed by
the master lease agreements |   |           | (108,881   | )               |   |              | (74,423  | )    |   |           | (713,877   | ) |   |           | (581,635   | )
|                             |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           
|BALANCE, end of period       |                                                                      | $ | 3,635,662 |            |                 | $ | 2,651,696    |          |      | $ | 3,635,662 |            |   | $ | 2,651,696 |           
|                             |                                                                      |   |           |            |                 |   |              |          |      |   |           |            |   |   |           |           

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

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Innisbrook Rental Pool Lease Operation

Note to Financial Statements




Rental Pool Agreements

Effective January, 1, 2002, the Company replaced the MLA, which
expired on December 31, 2002, with a new Master Lease
Agreement (NMLA). The NMLA 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 NMLA, to reimburse rental
pool participants in the NMLA for up to 50% of the actual unit
refurbishment costs, plus interest at 5% of the 50% of the
refurbishment costs, beginning in 2002, so long as the minimum
participation threshold, as defined, is maintained.

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TAMARRON RENTAL POOL LEASE OPERATION

The following unaudited financial statements of the Tamarron Rental Pool Lease
Operation (the Rental Pool) are for the quarter and nine months ended September
30, 2001.

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

On November 19, 2001, Golf Host II, Inc., the owners of Tamarron, sold the Tamarron
Resort for $9,500,000 to an unaffiliated entity.

The operation of the Rental Pool is more fully discussed in Form 10-K, for the
fiscal year ended December 31, 2001 (file No. 2-64309).

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TAMARRON RENTAL POOL LEASE OPERATION
BALANCE SHEETS

DISTRIBUTION FUND

|                                                         |                        |   |         |        |  |               |  | 
|-------------------------------------------------------- | ---------------------- | - | ------- | ------ |  | ------------- |  | 
|                                                         |                        |   |         |        |  | September 30,
|                                                         |                        |   |         |        |  | 2001         
|                                                         |                        |   |         |        |  |              
|                                                         |                        |   |         |        |  | (unaudited)  
|ASSETS                                                  
|CASH                                                     |                        | $ | 1,000   |       
|RECEIVABLE FROM GOLF HOST RESORTS, INC.
FOR DISTRIBUTION |                        |   | 552,251 |       
|INTEREST RECEIVABLE FROM MAINTENANCE
ESCROW FUND         |                        |   | 812     |       
|                                                         |                        |   |         |       
|                                                         |                        | $ | 554,063 |       
|                                                         |                        |   |         |       
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|DUE TO PARTICIPANTS FOR DISTRIBUTION                     |                        | $ | 459,019 |       
|DUE TO MAINTENANCE ESCROW FUND                           |                        |   | 95,044  |       
|                                                         |                        |   |         |       
|                                                         |                        | $ | 554,063 |       
|                                                         |                        |   |         |       
|MAINTENANCE ESCROW FUND                                 
|                                                        
|ASSETS                                                  
|CASH AND CASH EQUIVALENTS                                |                        | $ | 61,942  |       
|DUE FROM DISTRIBUTION FUND                               |                        |   | 95,044  |       
|INVENTORY:                                               |                        |   |         |       
|                                                         | Linen                  |   |         | 69,981 | 
|                                                         | Materials and supplies |   |         | 13,451 | 
|DEPOSITS                                                 |                        |   | 4,467   |       
|                                                         |                        |   |         |       
|                                                         |                        | $ | 244,885 |       
|                                                         |                        |   |         |       
|LIABILITIES AND PARTICIPANTS FUND BALANCES             
|ACCOUNTS PAYABLE                                         |                        | $ | 2,326   |       
|INTEREST PAYABLE TO DISTRIBUTION FUND                    |                        |   | 811     |       
|PARTICIPANTS FUND BALANCES                              |                        |   | 241,748 |       
|                                                         |                        |   |         |       
|                                                         |                        | $ | 244,885 |       
|                                                         |                        |   |         |       

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

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TAMARRON RENTAL POOL LEASE OPERATION
STATEMENTS OF OPERATIONS
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001
(unaudited)

DISTRIBUTION FUND

|                                          |                                   |                                        |           |         |          |         |            |         |          |  
|----------------------------------------- | --------------------------------- | -------------------------------------- | --------- | ------- | -------- | ------- | ---------- | ------- | -------- | -
|                                          |                                   |                                        |           | CURRENT |          | YEAR TO
|                                          |                                   |                                        |           | QUARTER |          | DATE   
|                                          |                                   |                                        |           |         |          |        
|GROSS REVENUES                            |                                   | $                                      | 1,288,614 |         |          | $       | 2,413,899  |        
|                                          |                                   |                                        |           |         |          |         |            |        
|DEDUCTIONS:                               |                                   |                                        |           |         |          |         |            |        
|                                          | Agents commissions               |                                        |           | 14,635  |          |         |            | 61,441  |         
|                                          | Sales and marketing expenses      |                                        |           | 96,646  |          |         |            | 181,042 |         
|                                          | Audit fees                        |                                        |           | 3,255   |          |         |            | 9,765   |         
|                                          |                                   |                                        |           |         |          |         |            |        
|                                          |                                   |                                        | 114,536   |         |          |         | 252,248    |        
|                                          |                                   |                                        |           |         |          |         |            |        
|ADJUSTED GROSS REVENUES                   |                                   |                                        | 1,174,078 |         |          |         | 2,161,651  |        
|MANAGEMENT FEE                            |                                   |                                        | (622,747  | )       |          |         | (1,146,533 | )      
|                                          |                                   |                                        |           |         |          |         |            |        
|GROSS INCOME DISTRIBUTION                 |                                   |                                        | 551,331   |         |          |         | 1,015,118  |        
|ADJUSTMENTS TO GROSS INCOME DISTRIBUTION: |                                   |                                        |           |         |          |         |            |        
|                                          |                                   | Corporate complimentary occupancy fees |           |         | 1,565    |         |            |         | 3,209    |  
|                                          |                                   | Occupancy fees                         |           |         | (138,101 | )       |            |         | (308,216 | )
|                                          |                                   | Designated items                       |           |         | (24,993  | )       |            |         | (56,727  | )
|                                          |                                   | Advisory Committee expenses            |           |         | (645     | )       |            |         | (8,664   | )
|                                          |                                   |                                        |           |         |          |         |            |        
|POOLED INCOME                             |                                   |                                        | 389,157   |         |          |         | 644,720    |        
|ADJUSTMENTS TO POOLED INCOME:             |                                   |                                        |           |         |          |         |            |        
|                                          |                                   | Occupancy fees                         |           |         | 138,101  |         |            |         | 308,216  |  
|                                          |                                   |                                        |           |         |          |         |            |        
|NET INCOME DISTRIBUTION                   |                                   | $                                      | 527,258   |         |          | $       | 952,936    |        
|                                          |                                   |                                        |           |         |          |         |            |        
|                                          | Average daily distribution        |                                        | $         | 25.59   |          |         | $          | 15.01   |         
|                                          | Average room rate                 |                                        | $         | 126.00  |          |         | $          | 104.80  |         
|                                          | Room nights                       |                                        |           | 10,227  |          |         |            | 23,032  |         
|                                          | Available Rooms                   |                                        |           | 20,491  |          |         |            | 63,247  |         
|                                          | Occupancy percentage              |                                        |           | 49.6    | %        |         |            | 36.3    | %       
|                                          | Average number of available units |                                        |           | 224     |          |         |            | 232     |         

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

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TAMARRON RENTAL POOL LEASE OPERATION
STATEMENTS OF CHANGES IN PARTICIPANTS FUND BALANCES
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001
(unaudited)

DISTRIBUTION FUND

|                             |                                                                 |   |         |          |   |         |         |          |   | 
|---------------------------- | --------------------------------------------------------------- | - | ------- | -------- | - | ------- | ------- | -------- | - | 
|                             |                                                                 |   |         | CURRENT  |   | YEAR TO
|                             |                                                                 |   |         | QUARTER  |   | DATE   
|                             |                                                                 |   |         |          |   |        
|BALANCE, beginning of period |                                                                 | $ |        |          |   | $       |        |         
|ADDITIONS:                   |                                                                 |   |         |          |   |         |         |         
|                             | Amounts available for distribution                              |   |         | 527,258  |   |         |         | 952,935  |  
|                             | Interest received or receivable from
Maintenance Escrow Fund    |   |         | 811      |   |         |         | 2,856    |  
|REDUCTIONS:                  |                                                                 |   |         |          |   |         |         |         
|                             | Amounts withheld for Maintenance Escrow Fund                    |   |         | (69,050  | ) |         |         | (154,608 | )
|                             | Amounts accrued or paid to participants                         |   |         | (459,019 | ) |         |         | (801,183 | )
|                             |                                                                 |   |         |          |   |         |         |         
|BALANCE, end of period       |                                                                 | $ |        |          |   | $       |        |         
|                             |                                                                 |   |         |          |   |         |         |         
|MAINTENANCE ESCROW FUND     
|BALANCE, beginning of period |                                                                 | $ | 210,260 |          |   | $       | 174,714 |         
|ADDITIONS:                   |                                                                 |   |         |          |   |         |         |         
|                             | Amounts withheld from occupancy fees                            |   |         | 69,050   |   |         |         | 154,608  |  
|                             | Interest earned                                                 |   |         | 811      |   |         |         | 2,856    |  
|                             | Reimbursement of designated items                               |   |         | 24,993   |   |         |         | 56,728   |  
|                             | Charges to participants to establish
or restore escrow balances |   |         | 57,741   |   |         |         | 99,350   |  
|REDUCTIONS:                  |                                                                 |   |         |          |   |         |         |         
|                             | Maintenance and inventory charges                               |   |         | (72,616  | ) |         |         | (159,125 | )
|                             | Refurbishing charges                                            |   |         |         |   |         |         |         |  
|                             | Interest accrued or paid to
Distribution Fund                   |   |         | (811     | ) |         |         | (2,856   | )
|                             | Designated items                                                |   |         | (24,993  | ) |         |         | (56,727  | )
|                             | Refunds to participants as prescribed
by Master Lease Agreement |   |         | (22,687  | ) |         |         | (27,800  | )
|                             |                                                                 |   |         |          |   |         |         |         
|BALANCE, end of period       |                                                                 | $ | 241,748 |          |   | $       | 241,748 |         
|                             |                                                                 |   |         |          |   |         |         |         

These statements were prepared from the books and records of the Rental Pool without audit and,
in the opinion of the Rental Pool Operator, 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 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 the total number of Club memberships 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.
The previously scheduled trial date of February 3, 2002 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 Uses 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 and nine months ended September 30,
2002 and 2001 and of the Tamarron Rental Pool Lease Operation for the
quarter and nine months ended September
30, 2001.






|Item 6. |  | Exhibits and Reports on Form 8-K                                                                       
|------- |  | -------------------------------------------------------------------------------------------------------
|       
|        |  | (a)     The following exhibits are included in this Form 10-Q:                                         
|       
|        |  | 99.1   Chief
Executive Officer 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   Chief
Executive Officer 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 September 30, 2002.         

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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: | March 28, 2003                                                           | By: |  | /s/ Merrick Kleeman
|      |                                                                          |     |  |                    
|      | Merrick Kleeman
President(Chief Executive Officer)                      
|     
|Date: | March 28, 2003                                                           | By: |  | /s/ R. Keith Wilt  
|      |                                                                          |     |  |                    
|      | R. Keith Wilt
Vice President and Treasurer
(Principal Financial Officer)

Page 23