<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB
                                   -----------

(Mark One)

         [X]  Quarterly report under Section 13 or 15(d) of the Securities 
              Exchange Act of 1934 
                  For the Quarterly Period Ended June 30, 1997

         [ ]  Transition report under Section 13 or 15(d) of the Securities 
              Exchange Act of 1934 (No fee required)
              For the transitional period from _____________ to ____________

                           Commission File No. 1-13362
                                               -------

                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.
           -----------------------------------------------------------
           (Name of Small Business Issuer as specified in its charter)

             Nevada                                    04-3226365
------------------------------           ---------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
incorporation or organization)

                       266 Beacon Street, Boston, MA 02116
               --------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                                 (617) 266-3600
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  x               No
--------             -------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

                  3,751,169 Shares of Common Stock, as of August 10, 1997

Transitional Small Business Issuer Format (check one):

Yes                  No  x
--------             -------


<PAGE>   2


                         PART I - FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.
<TABLE>
                                             CONSOLIDATED BALANCE SHEET
                                                     UNAUDITED
<CAPTION>

-------------------------------------------------------------------------------------------
                                                                                  June 30,
                                                                                    1997
-------------------------------------------------------------------------------------------
<S>                                                                             <C>        
ASSETS

CURRENT:
       Cash and cash equivalents                                                $   170,680
       Interest and other receivables                                               173,625
       Inventories                                                                  173,447
       Prepaid expenses and other current assets                                     53,422
                                                                                -----------
            Total current assets                                                    571,174
                                                                                -----------

PROPERTY AND EQUIPMENT:
       Property and equipment, net of accumulated depreciation                   10,452,903
       Construction in progress                                                   3,803,556
                                                                                -----------
            Property and equipment, net                                          14,256,459
                                                                                -----------

OTHER ASSETS:
       Restricted cash                                                               20,942
       Water rights                                                               1,051,992
       Investment in golf facilities                                              1,062,832
       Other assets                                                                 361,648
                                                                                -----------
            Total other assets                                                    2,497,414
                                                                                -----------

                                                                                $17,325,047
                                                                                ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable and accrued expenses                                       $965,233
       Current portion of long term debt                                            589,853
       Current portion of obligation under water-rights agreement                    81,469
       Deferred revenues                                                            108,397
                                                                                -----------
            Total current liabilities                                             1,744,952
                                                                                -----------


LONG TERM LIABILITIES:
       Obligation under water rights agreement                                      827,849
       Long term debt                                                             8,146,072

STOCKHOLDERS' EQUITY:
       Preferred stock, $.10 par value; 5,000,000 shares authorized                       0
       Common stock, $.001 par value; 15,000,000 shares authorized;
       3,751,169 shares issued and outstanding                                        3,751
       Additional paid-in capital                                                 8,949,973
       Management options                                                         1,212,500
       Accumulated deficit                                                       (3,560,050)
                                                                                -----------

            Total stockholders' equity                                            6,606,174
                                                                                -----------

                                                                                $17,325,047
                                                                                ===========
</TABLE>

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

<PAGE>   3


                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

<TABLE>
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE QUARTERLY PERIODS ENDED JUNE 30, 1997 & 1996
                                                     UNAUDITED
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                               Three Month              Three Month
                                                                              Period Ended              Period Ended
                                                                              June 30, 1997            June 30, 1996
--------------------------------------------------------------------------------------------------------------------

<S>                                                                            <C>                       <C>       
REVENUES                                                                       $1,411,884                $1,544,842

COSTS AND EXPENSES:

       Operating, general and administrative                                    1,545,119                 1,459,640
       Noncash compensation charge/(credit) - management stock options            (37,500)                  138,700
                                                                               ----------                ---------- 

       Operating income (loss)                                                    (95,735)                  (53,498)

       Interest income                                                              2,155                     6,792
       Interest expense                                                          (168,291)                 (240,556)
                                                                               ----------                ---------- 

       Income (loss) before equity in losses from
            unconsolidated affiliate                                             (261,871)                 (287,262)

       Equity in losses of unconsolidated affiliate                               (65,000)                        0
                                                                               ----------                ---------- 

       NET INCOME (LOSS)                                                       $ (326,871)               $ (287,262)
                                                                               ==========                ========== 

       Net income (loss) per common and common equivalent share                $    (0.09)               $    (0.10)
                                                                               ==========                ========== 

       Weighted average number of common and common equivalent shares           3,732,280                 2,933,333
                                                                               ----------                ---------- 
</TABLE>









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

<PAGE>   4

                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

<TABLE>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE QUARTERLY PERIODS ENDED JUNE 30, 1997 & 1996
                                                     UNAUDITED
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                                 Three Month              Three Month
                                                                                Period Ended              Period Ended
                                                                                June 30, 1997            June 30, 1996
----------------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                        <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income (loss)                                                        $  (326,871)               $ (287,262)
       Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
            Depreciation and amortization                                           115,909                   186,269
            Noncash compensation charge/(credit) - management stock options         (37,500)                  138,700
            Noncash equity in losses of Las Vegas Golf Center                        65,000                         0
            Changes in assets and liabilities:
               Interest and other receivables                                       105,501                    (4,762)
               Prepaid expenses and other assets                                    (10,638)                  (11,090)
                Inventories                                                         (24,202)                  (33,252)
               Deferred Revenue                                                     (50,604)                   54,040
               Accounts payable and accrued expenses                                502,098                   269,650
                                                                                -----------                ---------- 

       Cash provided by (used in) operating activities                              338,693                   312,293
                                                                                -----------                ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                          (13,969)                  (12,985)
       Golf course development costs capitalized                                 (2,583,108)                 (889,728)
       Investment in unconsolidated affiliate                                       (64,757)                        0
       Cash (restricted) released from escrow                                             0                    (2,094)
                                                                                -----------                ---------- 

       Net cash provided by (used in) investing activities                       (2,661,834)                 (904,807)
                                                                                -----------                ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of long term debt                                                  (96,883)                  (97,331)
       Proceeds from long term debt                                               2,069,257                   380,970
                                                                                -----------                ----------

       Net cash provided by (used in) financing activities                        1,972,374                   283,639
                                                                                -----------                ---------- 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            $  (350,767)               $ (308,875)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  $   521,447                $1,054,144
                                                                                -----------                ---------- 

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $   170,680                $  745,269
                                                                                -----------                ---------- 
</TABLE>






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

<PAGE>   5


                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

<TABLE>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE QUARTERLY PERIODS ENDED JUNE 30, 1997 & 1996
                                                     UNAUDITED

                                                    (CONTINUED)
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                                 Three Month         Three Month
                                                                                Period Ended         Period Ended
                                                                                June 30, 1997       June 30, 1996
-----------------------------------------------------------------------------------------------------------------

<S>                                                                                <C>                    <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:

    Equipment acquired under capital lease                                         $256,876               $ -
                                                                                   ========               ===
                                                                                            
    Common stock issued for Las Vegas Golf Center purchase                         $ 72,000               $ -
                                                                                   ========               ===
</TABLE>









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

<PAGE>   6


                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

<TABLE>
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 & 1996
                                                     UNAUDITED
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                                Six Month                Six Month
                                                                              Period Ended              Period Ended
                                                                              June 30, 1997            June 30, 1996
--------------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                      <C>       
REVENUES                                                                        $2,776,667               $3,125,829

COSTS AND EXPENSES:

       Operating, general and administrative                                     2,621,954                2,654,463
       Noncash compensation charge/(credit) - management stock options             (33,258)                 416,700
                                                                                ----------               ----------

       Operating income (loss)                                                     187,971                   54,666

       Interest income                                                              13,253                   10,930
       Interest expense                                                           (356,200)                (449,086)
                                                                                ----------               ----------

       Income (loss) before equity in losses from
            unconsolidated affiliate                                              (154,976)                (383,490)

       Equity in losses of unconsolidated affiliate                               (103,000)                       0
                                                                                ----------               ----------

       NET INCOME (LOSS)                                                        $ (257,976)              $ (383,490)
                                                                                ==========               ==========


       Net income (loss) per common and common equivalent share                 $   (0.07)               $    (0.13)
                                                                                ==========               ==========


       Weighted average number of common and common equivalent shares            3,716,639                2,933,333
                                                                                ----------               ----------
</TABLE>












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

<PAGE>   7

                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

<TABLE>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 & 1996
                                                     UNAUDITED
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                                 Six Month                 Six Month
                                                                               Period Ended               Period Ended
                                                                               June 30, 1997             June 30, 1996
----------------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                       <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income (loss)                                                        $  (257,976)              $  (383,490)
       Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
            Depreciation and amortization                                           231,082                   345,888
            Noncash compensation charge/(credit) - management stock options         (33,258)                  416,700
            Noncash equity in losses of Las Vegas Golf Center                       103,000                         0
            Distributions to minority interests in Forest Lakes                    (349,946)                        0
            Changes in assets and liabilities:
               Interest and other receivables                                     1,139,526                     9,948
               Prepaid expenses and other assets                                      5,611                    32,668
                Inventories                                                         (32,471)                  (44,916)
               Deferred Revenue                                                     (66,532)                    9,112
               Accounts payable and accrued expenses                                (67,472)                 (207,513)
                                                                                -----------               ----------- 

       Cash provided by (used in) operating activities                              671,564                   178,397
                                                                                -----------               ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                          (24,300)                  (33,226)
       Golf course development costs capitalized                                 (3,256,947)               (1,334,297)
       Investment in unconsolidated affiliate                                       (64,757)                        0
       Cash (restricted) released from escrow                                             0                    (2,094)
       Increase in other assets                                                           0                   (50,000)
                                                                                -----------               ----------- 

       Net cash provided by (used in) investing activities                       (3,346,004)               (1,419,617)
                                                                                -----------               ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of long term debt                                               (1,592,373)                 (223,193)
       Proceeds from long term debt                                               2,851,882                   736,298
                                                                                -----------               ----------- 

       Net cash provided by (used in) financing activities                        1,259,509                   513,105
                                                                                -----------               ----------- 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            $(1,414,931)              $  (728,115)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  $(1,585,611               $ 1,473,384
                                                                                -----------               ----------- 

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $170,680                  $745,269
                                                                                -----------               ----------- 
</TABLE>






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

<PAGE>   8

                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

<TABLE>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 & 1996
                                                     UNAUDITED

                                                    (CONTINUED)
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                                                  Six Month                Six Month
                                                                                Period Ended              Period Ended
                                                                                June 30, 1997            June 30, 1996
----------------------------------------------------------------------------------------------------------------------

<S>                                                                                <C>                         <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:

Equipment aquired under capital lease                                              $256,876                    $ -
                                                                                   ========                    ===
                                                                                                              
Common stock issued for Las Vegas Golf Center purchase                             $ 72,000                    $ -
                                                                                   ========                    ===
</TABLE>









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

<PAGE>   9


               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997



         1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

         Organization and Basis of Presentation

         Senior Tour Players Development, Inc. and Subsidiary ("the Company")
         was organized as a Nevada corporation on April 6, 1994 for the purposes
         of developing, acquiring, and managing semi-private, private, and
         public golf courses and golf practice facilities throughout the United
         States. The Company also provides golf course management services and
         marketing services for golf course residential development projects.

         The accompanying consolidated financial statements include the accounts
         of the Company and its wholly owned subsidiary, The Badlands Golf Club,
         Inc. ("The Badlands"), which was established in 1995, and is located in
         Las Vegas, Nevada. For the period January, 1995 through December 16,
         1996 the Company owned a majority (53.5%) interest in the Forest Lakes
         Limited Partnership ("Forest Lakes"), and accordingly, the financial
         information presented herein includes the revenue and expense of Forest
         Lakes for the six month period ended June 30, 1996. The Company sold
         its interest in Forest Lakes on December 16, 1996. All significant
         intercompany transactions and balances have been eliminated in
         consolidation.

         On December 31, 1996 the Company purchased and retained a minority
         21.5% ownership interest in the Las Vegas Golf Center (the "Center"), a
         golf practice center located in Las Vegas, Nevada. The Center opened
         for business on January 17, 1997. The Company accounts for its
         ownership interest in the Center under the equity method. Under this
         method, the original investment in the Center was recorded at cost and
         is adjusted periodically to recognize the Company's share of earnings
         or losses after the date of acquisition. During the second quarter of
         1997, the Company recorded a $65,000 loss representing the Company's
         pro rata share in the Center's start-up operating losses. At June 30,
         1997 the Company had capitalized $1,062,832 related to this investment,
         which is carried as Investment in Golf Facilities on the accompanying
         balance sheet.

         The accompanying consolidated financial statements reflect the
         application of certain accounting policies described in this note and
         elsewhere in the accompanying notes to consolidated financial
         statements.

         Interim Financial Statements

         The accompanying financial statements have been prepared and presented
         by the Company without audit in accordance with generally accepted
         accounting principles for interim financial statements and with the
         instructions to Form 10QSB. Accordingly, these interim


<PAGE>   10



                  SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Interim Financial Statements (continued)

         financial statements do not include all information and footnotes
         required by generally accepted accounting principles for complete
         financial statements. The financial statements reflect all adjustments
         and accruals which management considers necessary for a fair
         presentation of financial position as of June 30, 1997, and results of
         operations for the six month periods ended June 30, 1997 and 1996. The
         results for the interim periods presented are not necessarily
         indicative of results to be expected for any future period.

         Management Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         Cash and Cash Equivalents

         For the purpose of the statements of cash flows, the Company considers
         all highly liquid debt instruments purchased with an original maturity
         of three months or less to be cash equivalents.

         Inventories

         Inventories are stated at the lower of cost or market, and consist of
         food and beverage, golf equipment, clothing, and accessories.

         Property, Furniture, Equipment, and Depreciation

         Property, furniture, and equipment are stated at cost. Depreciation is
         computed using the straight-line method over the estimated useful lives
         of the assets.

         Construction In Progress

         At June 30, 1997 construction in progress consisted of design,
         construction, and other costs incurred in connection with the
         construction of an additional nine holes at The Badlands Golf Club; as
         well as design, engineering, and planning costs incurred in connection
         with the Company's planned golf course development project in McKinney,
         Texas; the planned development of a golf practice center in Cranston,
         Rhode Island; and


<PAGE>   11


                  SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Construction In Progress (continued)

         the planned development of a golf practice facility outside Houston,
         Texas. These costs will be depreciated over the estimated useful lives
         of the assets once the assets are placed in service.

         Revenue

         Revenue consists primarily of green fees, membership dues, golf cart
         rental fees, golf course management and development fees, revenue from
         food and beverage sales, and pro shop merchandise sales. Deferred
         revenue consists of prepaid membership dues which are recognized
         ratably over the term of the membership.

         Net Income (Loss) per Common and Common Equivalent Share

         Net income per common and common equivalent share is computed using the
         weighted average number of common and common equivalent shares
         outstanding during the period in accordance with the treasury stock
         method. The weighted average number of common equivalent shares does
         not include the effect of certain out-of-the-money warrants outstanding
         as their effect is antidilutive. Net loss per share of common stock is
         computed by dividing net loss by the weighted average number of common
         shares outstanding during the period. Common equivalent shares, which
         would include the effect of the outstanding stock options are not
         included in the calculation of net loss per share of common stock
         because their effect would be antidilutive.

         2. ACQUISITIONS AND SALES

         Sale of Forest Lakes Assets and Liquidation of Partnership

         On December 17, 1996 the Company consummated the sale of Forest Lakes.
         The sale was structured as a sale of substantially all of the assets of
         Forest Lakes Limited Partnership. The buyer was BST Associates, an
         Illinois general partnership, and unrelated to the Company. The cash
         contract purchase price was $4,000,000 payable in full at closing.
         Broker commissions and closing costs relating to the sale totaled
         $172,318 resulting in net sale proceeds to the Partnership of
         $3,827,682. During January, 1997 the Company received partnership
         liquidation proceeds of approximately $149,500 against its Partnership
         investment of $252,438.



<PAGE>   12




               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         2. ACQUISITIONS AND SALES (CONTINUED)

         Proposed Golf Course Development - McKinney, Texas

         During March, 1996 the Company signed a purchase and sale agreement and
         related documents for the proposed development of an 18-hole
         championship golf facility located within the Stonebridge Ranch
         Development in McKinney, Texas, approximately 25 miles north of Dallas.

         Under the terms of the agreement, land will be conveyed to the Company
         for $10 and the Company, in turn, shall be responsible for 100% of the
         costs of the design, development, and operation of an 18-hole
         championship golf course, clubhouse, driving range, and maintenance
         facilities. The Company shall have no direct interest in the
         residential development which is planned for the land surrounding the
         course.

         In connection with the design and promotion of the golf course, the
         Company intends to utilize the design and marketing services of six
         Legends of golf to design three holes each and participate in the
         marketing and promotion of the facility. The Company has entered into
         agreements with senior pros Sam Snead, Bob Goalby, Chi Chi Rodriguez,
         Miller Barber and Orville Moody, and regular PGA touring pro Bruce
         Lietzke to provide design and promotional services to the project.

         Contingent on a successful permitting and design process, course
         construction would commence in the Fall of 1997 with a course opening
         in late 1998. The Company's ability to successfully develop a golf
         course at Stonebridge Ranch is dependent on a number of factors,
         including, but not limited to, the ability of the Company to raise the
         necessary capital to finance the course, as well as the requirement to
         receive all necessary approvals and permits for the construction of the
         golf course and related facilities.

         Investment in Golftown Driving Range - Saugus, Massachusetts

         During July 1996, the Company entered into an agreement with Golftown,
         Inc., a Massachusetts corporation that is the majority owner of a golf
         practice facility in Saugus, Massachusetts ("Golftown") which opened in
         August, 1996. The Company has provided a loan guaranty in the amount of
         $295,000 in exchange for a 25% equity ownership in Golftown. Under the
         terms of the agreement with Golftown and its lender, the Company has
         the opportunity to cure any default under the loan, and in the event of
         default, the Company may assume day-to-day management of the Project
         and receive a management fee for such services. In addition, the
         Company has entered into an agreement for a pledge of voting rights to
         a majority of the voting interests of Golftown, which pledge becomes


<PAGE>   13


               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         2. ACQUISITIONS AND SALES (CONTINUED)

         Investment in Golftown Driving Range - Saugus, Massachusetts
         (continued)

         effective in the event of default under the loan being guaranteed by
         the Company. The President and majority owner of Golftown is Jeffery
         Abrams, who is the son of Stanton V. Abrams, the President and Chairman
         of the Board of Directors of Senior Tour Players Development, Inc.

         Purchase and Sale of Investment in Las Vegas Golf Center, LLC

         On December 31, 1996 the Company acquired a 21.5% ownership interest
         and a 48.5% ownership interest, and subsequently sold the 48.5%
         ownership interest, in the Las Vegas Golf Center, LLC (the "Center"), a
         golf practice facility located in Las Vegas, Nevada. The Center is
         situated on approximately 42 acres of land leased from Clark County,
         Nevada, on the corner of Tropicana and Paradise Roads, directly across
         the street from the McCarran International Airport, and approximately
         one-half mile from Las Vegas Boulevard (the "Strip"). The Center is
         owned by Las Vegas Golf Center, LLC, a Delaware limited liability
         company (the "LLC"). The Center includes a driving range with
         approximately 120 tee stations on two tiers, a golf school teaching
         area, and a 6,500 sq ft clubhouse. The Center opened for business on
         January 17, 1997.

         The Company acquired a 21.5% membership interest in the LLC from
         unrelated individual shareholders of Golf Centers of America, Inc., a
         California corporation, for an aggregate purchase price of $400,000
         cash consideration, and 323,289 shares of the Company's common stock,
         $.001 par value per share ("STPD Shares"), payable as follows:

         Cash Consideration   $ 20,000 payable on or before December 15, 1996 
                              $180,000 payable on or before January 15, 1997 
                              $200,000 payable on or before January 15, 1998

         STPD Shares          161,645 shares on or before January 15, 1997
                              161,644 shares on or before January 15, 1998

         The Company also acquired an additional 48.5% membership interest in
         the LLC from unrelated individual shareholders of Selleck Properties,
         Inc., a California corporation, for an aggregate purchase price of
         $1,532,050 cash consideration, and 369,547 shares of the Company's
         common stock, $.001 par value per share.



<PAGE>   14





               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         2. ACQUISITIONS AND SALES (CONTINUED)

         Purchase and Sale of Investment in Las Vegas Golf Center, LLC
         (continued)

         All of the shares issued or payable in connection with these
         transactions are restricted securities, as defined in Rule 144
         promulgated under the Securities Act of 1933, as amended. The Company
         granted the sellers of the LLC interests the right to demand
         registration of their common stock on a Form S-3 registration statement
         or similar form at any time after May 1, 1997. Such a request was
         received from the seller during May 1997. The Company has filed a
         registration statement, and such filing will become effective during
         the third quarter of 1997.

         Immediately following the acquisition of the 48.5% membership
         interests, the Company sold a 48.5% membership interest in the LLC to
         Paul Fireman ("Fireman"), an individual investor and Company
         stockholder, for cash consideration of $2,167,953. In addition, the
         Company received a $200,000 consulting fee from Fireman in
         consideration of certain services rendered in connection with the
         structuring and implementation of the transaction, as well as for
         arranging certain financing for the LLC.

         In consideration of 50,000 shares of common stock of the Company, $.001
         par value per share, the Company shall have the option to repurchase
         from Fireman a 13.5% membership interest in the LLC (the "Option"). If
         the Company exercises the Option on or before December 31, 1997, the
         price for a 13.5% LLC interest shall be $900,000. If the Company
         exercises the Option after December 31, 1997 but on or before December
         31, 1998, the price for a 13.5% LLC interest shall be $1,075,000. If
         the Company exercises the Option after December 31, 1998 but on or
         before December 31, 1999, the price for a 13.5% LLC interest shall be
         $1,350,000.

         Additionally, in consideration of certain consulting services and
         modification of existing contractual rights relating to the acquisition
         of the Company's 21.5% membership interest in the LLC and the financing
         of the golf practice facility owned and operated by the LLC, the
         Company issued in May 1997 to the Ranchito Company, LLC ("Ranchito"),
         50,000 shares of common stock of the Company, $.001 par value per
         share. Ranchito is the owner of the remaining 30% membership interest
         in the LLC which was not acquired on December 31, 1997.

         The Company has been designated the Managing Member of the LLC, and
         shall be responsible for the day-to-day management, marketing, and
         operation of the Center. The Company receives a management fee equal to
         5% of gross revenues generated by the LLC


<PAGE>   15


               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         2. ACQUISITIONS AND SALES (CONTINUED)

         Purchase and Sale of Investment in Las Vegas Golf Center, LLC 
         (continued)

         as compensation under the terms of the management agreement, and is
         also reimbursed for certain accounting and out-of-pocket expenses.

         3. GOLF COURSE DEVELOPMENT COSTS

         The Company is presently developing an additional nine holes at The
         Badlands Golf Club, an 18-hole facility which was completed in October
         1995, which is situated on approximately 186 acres of leased land. The
         9-hole addition under construction at June 30, 1997 is situated on 67
         acres of leased land abutting The Badlands. The additional nine holes
         is anticipated to be opened in September, 1997. In connection with the
         construction of the additional nine holes and the ongoing operation of
         the golf course, the Company has entered into the following significant
         contracts and agreements:

         Badlands Land Lease Agreement - 18 Holes

         The Company has leased 186 acres of land in Las Vegas, Nevada, for a
         term of 50 years, expiring in July, 2045. The lease agreement contains
         four 10-year options to extend the term of the lease based on certain
         terms as defined. The lease requires minimum rental payments of
         $240,000 per annum, commencing July 1, 1995, with an increase every
         three years based on the increase in the Consumer Price Index. The
         lease also contains a contingent rental clause requiring the Company to
         pay an amount equal to the amount by which 6% of annual gross receipts,
         as defined, at The Badlands exceeds the minimum annual rental of
         $240,000. The lease also requires the Company to pay real estate taxes,
         assessments, and other charges in connection with the leased land.

         Badlands Land Lease Agreement - 9 Hole Addition

         During June, 1996 the Company leased an additional 67 acres abutting
         The Badlands which land is being used to develop an additional nine
         holes. The term of the lease will be coterminous with the existing
         lease, expiring in July 2045, with four ten-year extension options. The
         lease requires minimum rental payments of $120,000 per annum,
         commencing on the earlier of: (i) the opening of the additional nine
         holes to the general public; or (ii) November 1, 1998. The lease also
         requires the Company to pay real estate taxes, assessments, and other
         charges in connection with the leased property.


<PAGE>   16





               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         3.  GOLF COURSE DEVELOPMENT COSTS (CONTINUED)

         Water Rights Agreement

         The Company has purchased 399 acre-feet of water rights under a water
         rights agreement (the "Agreement") for use at The Badlands. The
         Agreement requires the Company to pay $13,300 per month commencing on
         July 1, 1995 and continuing for ten years through July 2005. The
         obligation under the water rights agreement has been capitalized in the
         accompanying consolidated balance sheet. The capitalized water rights
         will not be amortized since the asset has an indefinite and
         indeterminable life span and is transferable by the Company subject to
         certain restrictions in the Agreement.

         4. LONG TERM DEBT

         Long-term debt consists of the following at June 30, 1997:

<TABLE>
         <S>                                                                     <C>
         Mortgage note payable to NationsCredit, secured by The Badlands,
         interest is at 10.78%, with principal and interest due monthly of
         approximately $ 48,900, final maturity date of December, 2001           $4,916,693

         Construction note payable to NationsCredit, secured by The Badlands,
         interest is at 10.95%, with principal and interest due monthly of
         approximately $51,500, final maturity date of December, 2001             2,818,409

         Capital lease obligation for turf maintenance and other equipment,
         principal and interest payments of approximately $12,660 due monthly,
         final maturity date of September, 1999                                     299,930

         Capital lease obligation for turf maintenance and other equipment,
         principal and interest payments of approximately $4,500 due monthly,
         final maturity date of June, 2002                                          212,876

         Unsecured note due January, 1998 to sellers of ownership interests
         of the Las Vegas Golf Center, LLC                                          200,000

         Capital lease obligation for furniture, fixtures, and other equipment,
         principal and interest payments of approximately $4,000 due monthly,
         final maturity date of January, 2002                                       171,340

         Capital lease obligation for equipment, principal and interest
         payments of approximately $1,000 due monthly,
         final maturity date of June, 2001                                           44,000

         Capital lease obligation for telephone equipment, principal and
         interest payments of approximately $600 due monthly, final
         maturity date of September, 2001                                            22,677
</TABLE>


<PAGE>   17




               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         4. LONG TERM DEBT (CONTINUED)
<TABLE>
<S>                                                                             <C>       
         Unsecured line of credit with a bank, payable on demand with
         interest at prime rate plus 1.5%  (10% at June 30, 1997)                   50,000
                                                                                ----------

                                                                                $8,735,925

         Less-current portion                                                      589,853
                                                                                ----------

                  LONG TERM DEBT                                                $8,146,072
                                                                                ==========
</TABLE>



         5. STOCKHOLDERS' EQUITY

         Common Stock

         In November 1994, the Company sold 1,600,000 shares of common stock and
         warrants at a price of $5.00 per common share and $.10 per warrant
         through an initial public offering. Each warrant entitles the holder to
         purchase one share of the Company's common stock at an exercise price
         of $5.50 per share, subject to adjustment, at any time until November
         16, 1999, at which time the warrants expire. The warrants can be
         redeemed by the Company at a price of $5.10 per warrant on 30 days'
         written notice, provided the average of the closing bid prices of the
         common stock of the Company equals or exceeds $8.00 for 20 consecutive
         trading days ending 3 days of the date on which the notice of
         redemption is given.

         Underwriter's Warrants

         In connection with the Company's initial public offering in November
         1994, the Company issued 160,000 warrants to the underwriter (the
         "Underwriter's Warrants"). Each Underwriter's Warrant entitles the
         Underwriter to purchase one share of common stock for $7.25 and one
         warrant for $.15.

         Overallotment Option

         In addition to the Underwriter's Warrants, the Company granted an
         overallotment option (the "Option") to the Underwriter. The Option
         entitled the Underwriter to purchase additional shares of common stock
         and/or additional warrants at the public offering price less the
         underwriting discounts and commissions, as defined. In December 1994,
         the Underwriter exercised its option and purchased 153,200 warrants for
         $13,351 net of discounts and commissions.


<PAGE>   18



               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         5. STOCKHOLDERS' EQUITY (CONTINUED)

         Preferred Stock

         The Company is authorized to issue 5,000,000 shares of preferred stock
         with such designations, voting, and other rights and preferences as may
         be determined from time to time by the Board of Directors.

         Stock Option Plans

         On June 20, 1994, the Company adopted the 1994 Employee Stock Option
         Plan which provides for the granting of non-qualified and incentive
         stock options, as defined by the Internal Revenue Code, to key
         employees at prices as determined by the Compensation Committee of the
         Board of Directors. Under the plan, options for a maximum of 350,000
         shares of common stock may be granted over a period not to exceed ten
         years. At June 30, 1997, 73,572 options have been granted under this
         plan.

         On November 10, 1996, the Board of Directors of the Company adopted,
         which was subsequently ratified by the shareholders, the 1996
         Non-Employee Director Stock Option Plan (the "Nonemployee Plan"). Under
         the Nonemployee Plan, options for a maximum 200,000 shares of common
         stock may be granted. On December 11, 1996 the Compensation Committee
         granted stock options for the purchase of 40,000 shares of common stock
         to four members of the Board of Directors under the Nonemployee Plan.
         The options were granted with an exercise price of $2.1875 per share,
         the fair market value on the date of grant, and vested immediately. On
         January 1, 1997, the Compensation Committee granted stock options for
         the purchase of an additional 20,000 shares of common stock to the four
         members of the Board of Directors under the Nonemployee Plan. The
         options were granted with an exercise price of $2.125 per share, the
         fair market value on the date of grant, and vested immediately.

         Stock Option Agreements - Management Options

         Effective June 20, 1994, the Company entered into employee stock option
         agreements with certain officers and key employees granting them
         options to acquire up to 1,111,111 shares of the Company's common stock
         for an exercise price of $1.00 per share. Under these agreements, each
         employee's options vest and become exercisable based on the Company
         achieving certain financial benchmarks, as defined.

         At December 31, 1996 the Company's balance sheet reflected an accrual
         of $1,250,000 relating to the management options. The $1,250,000
         balance at December 31, 1996 was calculated based on the market price
         of the Company's common stock on December 31,


<PAGE>   19




               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         5. STOCKHOLDERS' EQUITY (CONTINUED)

         Stock Option Plans (continued)

         1996 ($2.125), less the exercise price of $1.00 per share, multiplied
         by the number of shares subject to the options (1,111,111).

         At December 31, 1996, 555,555 (or 50%) of the management stock options
         issued in 1994 vested, as the Company achieved the financial benchmarks
         called for under the option agreements for the year ended December 31,
         1996. On March 19, 1997, a vote was adopted by the Company's
         Compensation Committee, and then ratified by the Board of Directors, to
         amend the option agreements in order to delete the benchmarks. The
         Board voted to accept the optionholders' voluntary delay of 10% of
         their vested option shares and to replace the benchmarks with an
         extended vesting schedule, based on continuing employment with the
         Company. Under the revised vesting schedule, 40% or 444,445 of the
         options vested on December 31, 1996 and the remaining 666,666 options
         will vest pro rata on December 31, 1997, 1998, and 1999. At the time
         these options are exercised, the proceeds will be credited to the
         capital accounts. EXCEPT AS DESCRIBED BELOW, THIS CHANGE WILL RESULT IN
         NO FURTHER CHARGES OR CREDITS AGAINST EARNINGS OF THE COMPANY RELATED
         TO THE MANAGEMENT OPTIONS. During the second quarter of 1997 one of the
         officers, who had been granted a total of 55,555 options, resigned. As
         of June 30, 1997, a total of 22,222 (or 40%) of the officer's options
         had vested. Accordingly, during the second quarter of 1997, the Company
         recorded a $37,500 noncash compensation credit to reverse the
         compensation expense related to the unvested options.

         Deferred Compensation

         Effective December 11, 1996, the Company granted stock options to an
         officer ('"Officer") of the Company granting options to acquire up to
         100,000 shares of the Company's common stock for an exercise price of
         $1.00 per share. Under the stock option agreement, the options vest pro
         rata over seven years beginning March 5, 1995. During the second
         quarter of 1997 the Officer resigned from the Company, resulting in no
         future vesting of these options. As of June 30, 1997 a total of 28,572
         shares have vested. Accordingly, during the six month period ended June
         30, 1997, the Company recorded a noncash compensation charge of $4,242
         to reflect the remaining expense associated with these stock options.






<PAGE>   20



               SENIOR TOUR PLAYERS DEVELOPMENT, INC AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997

         6. INCOME TAXES

         At December 31, 1996, the Company had a net operating loss carryforward
         available for federal tax purposes of approximately $1,347,000 with
         expiration dates beginning in 2009. The Company has provided a
         valuation allowance equal to 100% of the gross deferred tax asset due
         to the uncertainty surrounding the realization of the deferred tax
         asset.

         7. CONTINGENT LIABILITIES & RELATED PARTY TRANSACTION

         Loan Guaranty

         The Company is a guarantor on a loan in the amount of $295,000 made to
         Golftown, Inc., a Massachusetts corporation which is the majority owner
         and operator of a driving range facility located in Saugus,
         Massachusetts ("Golftown").

         During July 1996 the Company entered into an agreement with Golftown,
         Inc., a Massachusetts corporation which owns and operates a driving
         range facility in Saugus, Massachusetts (the "Project"). The Company
         has agreed to guaranty a loan in an amount of $295,000 made to
         Golftown, in exchange for a 25% equity interest in the Project.

         Under the terms of the agreement with Golftown and its lender, the
         Company has the opportunity to cure any default under the loan, and in
         the event of a default, the Company may assume day-to-day management of
         the Project and receive a management fee for such services. In
         addition, the Company has entered into an agreement for a pledge of
         voting rights to a majority of the voting interest of Golftown, which
         pledge becomes effective in the event of a default under the loan being
         guaranteed by the Company. The President and majority stockholder of
         Golftown, Inc is Jeffrey Abrams, the son of Stanton V. Abrams, the
         President and Chairman of the Board of Directors of Senior Tour Players
         Development, Inc. The driving range opened to the general public during
         August, 1996.

         8. NEW ACCOUNTING STANDARD

         In February 1997, the Financial Accounting Standards Board (FASB)
         issued SFAS No. 128, Earnings Per Share which is effective for the
         fiscal year ending December 30, 1997 and early adoption is not
         permitted. The Company does not expect the adoption of this standard to
         have a material effect on its financial position or its results of
         operations.






<PAGE>   21


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RISK FACTORS AND CAUTIONARY STATEMENTS
--------------------------------------

         This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and anticipated events could differ
materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report.

         The industry in which the Company competes is highly competitive and
capital intensive. The Company's future growth and profitability will be
dependent upon future developments and/or acquisitions of additional golf
courses and golf practice facilities. The number of attractive acquisitions and
development opportunities may be limited and the Company may compete with other
potential buyers whose financial and management resources are substantially
greater than those of the Company. There can be no assurance that the Company
will be successful in developing or acquiring any particular project or that any
projects acquired or developed by the Company will be profitable. Additionally,
the Company will be dependent upon third-party funding in the form of equity
participation and/or debt to finance its development and acquisition of future
golf courses and golf practice facilities. Until funding is obtained for new
golf courses and golf practice facilities, the Company will be unable to proceed
with those projects.

         In addition to competing with the Company at the acquisition and
development stage, competitors could also acquire and/or develop golf courses
and/or golf practice facilities in the same market as a Company facility and put
the Company at a competitive disadvantage with respect to pricing and costs of
operation. The Company's revenues will be largely dependent on industry factors
which are beyond its control such as the availability of discretionary income
for golf, a sustained level of popularity for golf, and shifting consumer
preferences.

LIQUIDITY AND CAPITAL RESOURCES.
--------------------------------

         The Company believes that is has sufficient cash, operating lines of
credit, and committed construction financing to meet its current operating
needs, and to complete construction of an additional nine holes at The Badlands
Golf Club in Las Vegas, Nevada, which is presently under construction and
scheduled for completion and opening in September 1997.

         At June 30, 1997, the Company had $170,680 in cash and cash equivalents
and the Company had $450,000 available under its $500,000 revolving working
capital line of credit with U.S. Bank of Nevada.

         On November 15, 1996, The Badlands Golf Club, Inc., a wholly owned
subsidiary of the Company, entered into a loan agreement with NationsCredit, a
NationsBank company, for a $5,000,000 construction and permanent loan. At
closing the loan provided the Company with $4,000,000 to complete construction
of a nine hole addition at The Badlands, presently under construction. The loan
has a fixed interest rate of 10.95% and is being amortized over twenty years.
The loan has a maturity date of December 1, 2001, however the Company has an
option to extend the term of the loan for an additional five years upon payment
of a .5% extension fee, provided that no event of default exists, and provided
that certain financial conditions are met, all 



<PAGE>   22

as detailed in the loan agreement. As of June 30, 1997 the Company had borrowed
$2,818,409 under the loan agreement.

         In addition to the $4,000,000 construction proceeds, the loan provides
for the availability to the Company of an additional $1,000,000 in "Earnout
Advances" as defined in the loan agreement. The earnout funds will be made
available to the Company over a period of thirty (30) months following the loan
closing as long as certain operating results are achieved at The Badlands,
including minimum debt service coverage ratios, and other revenue and cash flow
criteria.

         It is the Company's practice to lease golf carts, maintenance
equipment, and office and golf equipment at its owned golf facilities. The
Company is leasing substantially all of its turf maintenance equipment and
certain furniture, fixtures, and equipment at The Badlands Golf Club under
various capital lease obligations. As of June 30, 1997 the Company had
approximately $751,000 outstanding under the lease agreements. The Company has
leased its golf cart fleet at The Badlands Golf Club under an operating lease.


PLAN OF OPERATION.
------------------

         The Company's plan of operation for the next twelve months with regards
to existing properties will include completion of the nine hole addition at The
Badlands Golf Club in Las Vegas, and continued ownership and operation of that
27-hole golf facility; completion of the planned improvements at the Las Vegas
International Golf Center, including a 17,500 square foot clubhouse addition
which will be leased to Pro Golf of America, Inc., for the sale of golf
merchandise, and through a licensing agreement with Golf Digest, New York Times
Company Magazine Group, Inc. ("Golf Digest"), the establishment of a Golf Digest
Golf school, as well as the continuing marketing and management of that facility
in which the Company has a 21.5% ownership interest, and serves as the
day-to-day manager of the facility; continued management of New England Country
Club in Bellingham, Massachusetts which the Company operates under a management
contract which commenced in March, 1995.

         The Company's plans for the next twelve months with regards to
development of golf courses and golf practice facilities include the completion
of the permitting and design, and commencement of construction of the proposed
18-hole golf course development at Stonebridge Ranch in McKinney, Texas,
approximately 25 miles north of Dallas; completion of the design and permitting
process, and the commencement of construction of a proposed golf practice center
in Cranston, Rhode Island; completion of the due diligence, design, permitting,
and fund rasing, and commencement of construction of a proposed golf practice
center in Spring, Texas, a short distance from Route I-45 and Woodlands Parkway,
just outside Houston, Texas; completion of the due diligence, design and
permitting, fund raising, and the start of construction of several proposed golf
practice facilities in the Washington D.C.-Baltimore metro area.

         Over the next twelve months the Company will continue its fund raising
efforts to finance the proposed golf course development and golf practice
facility projects in Texas, Rhode Island, and the Washington D.C.-Baltimore
metro area, and elsewhere; and will continue to search for opportunities for the
acquisition, lease, and development of golf courses and golf practice facilities
throughout the United States.



<PAGE>   23


         The Company will also seek out opportunities to manage or lease
existing golf courses, particularly in regions of the country where the Company
already has an established presence, or in situations where the Company has an
equity position in the project.

         The Company is currently seeking additional debt and equity sources,
and will continue to do so during the next twelve months to fund the projects
discussed herein, as well as other potential acquisition and development
opportunities that may arise.

         Notwithstanding the Company's desire and plans to do so, the Company's
ability to successfully develop the projects discussed herein is dependent on a
number of factors, including, but not limited to, the ability of the Company to
raise the necessary capital to finance the projects, and the ability to obtain
all necessary approvals and permits for the construction and operation of the
proposed facilities.

         Except for the properties described herein, as of the date of this
report, the Company has no binding or definitive commitments or agreements to
acquire, lease, or develop any additional golf courses or golf practice
facilities; however, additional acquisition, development, lease, or management
agreements may be negotiated or entered into at any time.


RESULTS OF OPERATIONS

Three Month Period Ended June 30, 1997 vs. Three Month Period Ended 
-------------------------------------------------------------------
June 30, 1996
-------------

         The Company was organized in April, 1994 and generated its initial
operating revenues during the first quarter ended March 31, 1995 when it
acquired a 53.5% interest in the Forest Lakes Golf Club in Sarasota, Florida.
The Company was deemed to be a development stage company as described in FAS-7
"Accounting and Reporting by Development Stage Enterprises" until the fourth
quarter of 1995, when the Badlands Golf Club, the Company's initial development
project, opened for public play.

         On December 17, 1996, the Company consummated the sale of its interest
in The Forest Lakes Golf Club. The sale was structured as a sale of
substantially all of the assets of Forest Lakes Limited Partnership. The Company
received cash proceeds of approximately $149,500 in January 1997 against its
Partnership investment of $252,438.

         Since its acquisition in 1995, the Company had managed the Forest Lakes
Golf Club under a management agreement. Effective December 31, 1996, the Company
no longer manages the facility, or has any ownership interest therein.

REVENUES during the second quarter ended June 30, 1997 totaled $1,411,884
compared to $1,544,842 during the second quarter of 1996, a decrease of
$132,958. The decline, which was anticipated by management, was due to the sale
of the Forest Lakes Golf Club during December 1996 offset by the increase in
revenue at the Badlands. Forest Lakes generated $277,623 in revenues during the
second quarter of 1996 verus $0 in 1997. Revenues at The Badlands Golf Club in
Las Vegas during the second quarter of 1997 totaled $1,351,800, versus
$1,238,343 during the second quarter of 1996, an increase of $113,457, and were
slightly ahead of management's expectations. The Company also generated revenues
from management fees of $60,084 during the second quarter of 1997 under
management contracts with New England 


<PAGE>   24


Country Club in Bellingham, Massachusetts, and a management contract with Las
Vegas International Golf Center, in which the Company owns a 21.5% interest.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES were $1,545,119 during the
quarter ended June 30, 1997 compared to $1,459,640 for the corresponding period
in 1996, an increase of $85,479. The 1996 expenses included $240,887 relating to
Forest Lakes Golf Club versus $0 in 1997.

         Operating expenses at The Badlands during the second quarter of 1997
totaled approximately $1,104,554 versus $894,704 in 1996, an increase of
$209,850.

         Corporate administrative expenses totaled $440,565 during the second
quarter of 1997 compared to $324,050 during the corresponding period in 1996, an
increase of $116,515.

NON-CASH COMPENSATION CHARGE/(CREDIT) - MANAGEMENT STOCK OPTIONS. During 1996
the Company was accounting for certain stock options granted to executive
officers of the Company during 1994. Effective June 20, 1994, the Company
entered into employee stock option agreements with certain officers and key
employees granting them options to acquire up to 1,111,111 shares of the
Company's common stock for an exercise price of $1.00 per share.

During the second quarter of 1996 the Company recorded a non-cash compensation
charge of $138,700 relating to these options. At December 31, 1996, the
Company's balance sheet reflected an accrual of $1,250,000 included in
stockholders' equity relating to the management options. The $1,250,000 balance
at December 31, 1996 was calculated based on the market price of the Company's
common stock on December 31, 1996 ($2.125), less the exercise price of $1.00 per
share, multiplied by the number of shares subject to the options (1,111,111).

At December 31, 1996, 555,555 (representing 50%) of the management options
issued in 1994 vested, as the Company achieved certain financial benchmarks
called for under the option agreements for the year ended December 31, 1996. On
March 19, 1997 a vote was adopted by the Company's Compensation Committee, and
then ratified by the Board of Directors, to amend the option agreements in order
to delete the financial benchmarks as described in the option agreements. The
Board voted to accept the optionholders' delay of 10% of their vested option
shares and to replace the benchmarks with an extended vesting schedule, based on
continuing employment by the Company. Under the revised vesting schedule, 40% or
444,445 of the options vested December 31, 1996, and 60% or 666,666 vest pro
rata on December 31, 1997, 1998, and 1999. At the time these options are
exercised, the proceeds will be credited to the capital accounts. Except as
described below, this change will result in no further charges or credits
against earnings related to these management stock options. During the second
quarter of 1997 one of the officers, who had been granted a total of 55,555
options, resigned. As of June 30, 1997, a total of 22,222 (or 40%) of the
officer's options had vested. Accordingly, during the second quarter of 1997,
the Company recorded a $37,500 noncash compensation credit to reverse the
compensation expense related to the unvested options.

INTEREST EXPENSE totaled $168,291 for the quarter ended June 30, 1997 compared
to $240,556 during the quarter ended June 30, 1996, a decrease of $72,265.
Forest Lakes interest totaled $81,755 in 1996 versus $0 during the second
quarter of 1997. Interest expense relating to The Badlands totaled $168,291
during the second quarter of 1997 versus $158,801 during the second quarter of
1996. Interest at The Badlands relates to a first mortgage of the golf course,
an 




<PAGE>   25

obligation incurred in connection with the purchase of water rights; and
interest on capital leases relating to turf maintenance equipment, furniture,
fixtures, and other equipment. Total bank debt and capital lease obligations at
The Badlands as of June 30, 1997 totaled $8,485,925, and the long term
obligation under the water rights agreement was $909,318 as of June 30, 1997.
See Note 3 and 4 to the consolidated financial statements included herein.

INTEREST INCOME totaled $2,155 during the second quarter of 1997 compared to
$6,792 during the corresponding period in 1996.

EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATE. On December 31, 1996 the Company
purchased and retained a minority 21.5% ownership interest in the Las Vegas Golf
Center (the "Center"), a golf practice center located in Las Vegas, Nevada. The
Center opened for business on January 17, 1997. The Company accounts for its
ownership interest in the Center under the equity method. Under this method, the
original investment in the Center was recorded at cost and is adjusted
periodically to recognize the Company's share of earnings or losses after the
date of acquisition. During the second quarter of 1997, the Company recorded a
$65,000 loss representing the Company's pro rata share in the Center's start-up
operations. See notes to consolidated financial statements included herein. At
June 30, 1997 the Company had capitalized $1,062,832 related to this investment,
which is carried as Investment in Golf Facilities on the balance sheet included
with the consolidated financial statement included herein.

Six Month Period Ended June 30, 1997 vs. Six Month Period Ended June 30, 1996
-----------------------------------------------------------------------------

REVENUES during the six month period ended June 30, 1997 totaled $2,776,667
compared to $3,125,829 during the six month period ended June 30, 1996, a
decrease of $349,162. The decline, which was anticipated by management, was due
to the sale of the Forest Lakes Golf Club during December 1996 offset by the
increase in revenue at the Badlands. Forest Lakes generated $714,717 in revenues
during the six month period ended June 30, 1996 versus $0 in 1997. Revenues at
The Badlands Golf Club in Las Vegas during the six month period ended June 30,
1997 totaled $2,697,310, versus $2,382,235 during the six month period ended
June 30, 1996, an increase of $315,075. The Company also generated revenues from
management fees of $79,357 during the six month period ended June 30, 1997 under
management contracts with New England Country Club in Bellingham, Massachusetts,
and a management contract with Las Vegas International Golf Center, in which the
Company owns a 21.5% interest.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES were $2,621,954 during the six
month period ended June 30, 1997 compared to $2,654,463 for the corresponding
period in 1996, a decrease of $32,509. The 1996 expenses included approximately
$500,000 relating to Forest Lakes Golf Club versus $0 in 1997.

         Operating expenses at The Badlands during the six month period ended
June 30, 1997 totaled approximately $1,941,121 versus $1,566,366 in 1996, an
increase of $374,755.

         Corporate administrative expenses totaled $680,833 during the six month
period ended June 30, 1997 compared to $588,101 during the corresponding period
in 1996, an increase of $91,941.

NON-CASH COMPENSATION CHARGE/(CREDIT) - MANAGEMENT STOCK OPTIONS. During The six
month period ended June 30, 1996 the Company recorded a non-cash compensation
charge of $416,700, 




<PAGE>   26

versus a credit of $33,258 during the six month period ended June 30, 1997. The
1996 charge represented an adjustment to the reserve established in 1995 for the
probable future vesting of stock options granted to executive officers and key
employees of the Company in 1994. Refer to Note 5 to the consolidated financial
statements included herein and to "Results Of Operations - Three Month Period
Ended June 30, 1997 versus Three Month Period Ended June 30, 1996" elsewhere in
this report for a more detailed explanation of noncash charges/(credits).

INTEREST EXPENSE totaled $356,200 for the six month period ended June 30, 1997
compared to $449,086 during the six month period ended June 30, 1996. Forest
Lakes interest totaled $165,095 in 1996 versus $0 during the six month period
ended June 30, 1997. Interest expense relating to The Badlands totaled $346,339
during the six month period ended June 30, 1997 versus $283,974 during the six
month period ended June 30, 1996. Interest at The Badlands relates to a first
mortgage of the golf course, an obligation incurred in connection with the
purchase of water rights; and interest on capital leases relating to turf
maintenance equipment, furniture, fixtures, and other equipment. See Notes 3 and
4 to the consolidated financial statements included herein.

INTEREST INCOME totaled $13,253 during the six month period ended June 30, 1997
compared to $10,930 during the corresponding period in 1996.

EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATE. During The six month period ended
June 30, 1997, the Company recorded a $103,000 loss representing the Company's
pro rata share in the Las Vegas Golf Center's start-up operations. See notes to
consolidated financial statements included herein and to "Results Of Operations
- Three Month Period Ended June 30, 1997 versus Three Month Period Ended June
30, 1996" elsewhere in this report for a more detailed explanation of Equity in
Losses of Unconsolidated Affiliates.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings.

ITEM 2.  CHANGES IN SECURITIES                   None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES         None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

On June 27, 1997 the Company held its Annual Meeting of Shareholders. The
shareholders voted on four items. The first item was to fix the number of
Directors that shall constitute the whole Board of Directors of the Corporation
at seven and to divide the Directors into three classes, the first ( "Class I")
to be elected for a term of one year, the second ("Class II" ) to be elected for
a term of two years, and the third ("Class III") to be elected for a term of
three years. The second item was the election of the seven directors. The third
item was the ratification of management's selection of Arthur Andersen LLP as
the independent auditors of the Company for the fiscal year ending December 31,
1997. And the final item was the approval of the 1996 Non-Employee 




<PAGE>   27

Directors Stock Option Plan, as discussed in note 5 of the consolidated
financial statements included herein. These matters were noticed to shareholders
of record, and solicited prior to the Annual Meeting through proxies sent to
holders of record of the Company's common stock as of the close of business May
10, 1997. The following directors were nominated and duly elected at the Annual
Meeting:

<TABLE>
<CAPTION>
          NAME                    TITLE                                 CLASS
          ----                    -----                                 -----

    <S>   <C>                     <C>                                   <C>
          Stanton V. Abrams       President & CEO                       III
    (1)   Richard B Rogers        Senior Vice President                 I
          Michael J. Meluskey     Treasurer, Secretary                  II
          Stanley Bernstein       Independent Outside Director          III
          Robert L. Seelert       Independent Outside Director          II
          Arnold Mullen           Independent Outside Director          III
          Alan L. Stanzler        Independent Outside Director          I
</TABLE>

(1) During the second quarter of 1997, Mr. Rogers resigned as Senior Vice
President of the Company. Mr. Rogers will remain on the Board of Directors as an
Independent Outside Director.

ITEM 5.  OTHER INFORMATION

RISK FACTORS AND CAUTIONARY STATEMENTS

When used in this Form 10QSB and in future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases, and in oral
statements made with the approval of an authorized executive officer, the words
or phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", and similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties, including those discussed under the caption "Risk
Factors and Cautionary Statements" at the beginning of Item 2 of this report.
These risks and uncertainties could cause actual results to differ materially
from historical results and those results and events anticipated or projected.

The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company
also wishes to advise readers that the factors contained in this report could
affect the Company's financial performance and could cause the Company's actual
results and financial position to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.

The Company will not undertake and specifically declines any obligation to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements, or to reflect the occurrence of anticipated or unanticipated
events.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS.  NONE




<PAGE>   28

(b) REPORTS ON FORM 8-K

On January 2, 1997 the Company filed a report of Form 8-K to report the sale by
the Company of Forest Lakes Golf Club located in Sarasota, Florida. The Company
had acquired a combined 53.5% interest in Forest Lakes Limited Partnership,
owner of Forest Lakes Golf Club, in January 1995 for $252,438. The Company's
interest in Forest Lakes was comprised of a 34% general partnership interest and
a 19.5% limited partnership interest. The Company's general partnership interest
had been purchased by the Company from Senior Tour Players, Inc., an affiliate
of the Company.

The sale was structured as a sale of substantially all of the assets of Forest
Lakes Limited Partnership. The buyer was BST Associates, an Illinois
partnership, and unrelated to the Company. The cash contract price was
$4,000,000.

As part of the Form 8-K filing, the Company filed three pro forma financial
statements, including (i) a pro forma balance sheet as of September 30, 1996;
(ii) a pro forma statement of operations for the nine month period ended
September 30, 1996; and (iii) a pro forma statement of operations for the year
ended December 31, 1995.

                                   SIGNATURES


In accordance with requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



                                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.


Dated:   August 10, 1997                    By: 
                                               ---------------------------------
                                                 Brendan M. Kissane
                                                 Controller