<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, 1998

| |   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 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 of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                        
            822 BOYLSTON STREET, SUITE 300, CHESTNUT HILL, MA 02167
            -------------------------------------------------------
               (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: 4,170,791 Shares of Common
Stock, as of August 18, 1998


             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.
                           CONSOLIDATED BALANCE SHEET
                                   Unaudited
<TABLE>
<CAPTION>

----------------------------------------------------------------------------
                                                                    June 30,
                                                                    1998
----------------------------------------------------------------------------
ASSETS
<S>                                                              <C>        
CURRENT:
   Cash and cash equivalents                                     $   506,409
   Interest and other receivables                                    142,447
   Inventories                                                       122,302
   Prepaid expenses and other current assets                          86,813
                                                                    --------
      Total current assets                                           857,971
                                                                    --------
PROPERTY AND EQUIPMENT:
   Property and equipment, net of accumulated depreciation        14,121,106
                                                                 -----------
OTHER ASSETS:
   Restricted cash                                                    22,925
   Water rights                                                    1,051,992
   Investment in golf facilities                                   1,059,071
   Other assets                                                      237,906
                                                                 -----------
      Total other assets                                           2,371,894
                                                                 -----------
                                                                 $17,350,971
                                                                 =========== 
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                         $ 1,830,103 
   Current portion of long term debt                                 878,970 
   Current portion of obligation under water-rights agreement         89,071
   Deferred revenues                                                  89,572
                                                                 -----------
      Total current liabilities                                    2,887,716
                                                                 -----------

LONG TERM LIABILITIES:
   Obligation under water rights agreement                           738,778
   Long term debt                                                  9,347,572

STOCKHOLDERS' EQUITY:
   Preferred stock, $.10 par value; 5,000,000 shares authorized            0 
   Common stock, $.001 par value; 15,000,000 shares authorized; 
   4,333,003 shares issued; 4,220,791 shares outstanding               4,333 
   Additional paid-in capital                                     10,186,101 
   Treasury stock, at cost                                          (308,583) 
   Management options                                                608,562 
   Accumulated deficit                                            (6,113,508)
                                                                 -----------

      Total stockholders' equity                                   4,376,905
                                                                 -----------
                                                                 $17,350,971 
                                                                 ===========  
</TABLE>

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

<PAGE>   3
                                        
                     SENIOR TOUR PLAYERS DEVELOPMENT, INC.
                                        
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE QUARTERLY PERIODS ENDED JUNE 30, 1998 & 1997
                                   Unaudited

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                               Three Month   Three Month
                                                               Period Ended  Period Ended
                                                               June 30, 1998 June 30, 1997
------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>       
REVENUES                                                       $1,833,033     $1,411,884

COSTS AND EXPENSES:

   Operating, general and administrative                        2,020,361      1,545,119
   Noncash compensation charge/(credit) - management stock                  
     options                                                            0        (37,500)
                                                               ----------     ----------  
   Operating income (loss)                                       (187,328)       (95,735)

   Interest income                                                      8          2,155
   Interest expense                                              (305,353)      (168,291)
                                                               ----------     ----------  
   Income (loss) before equity in losses from
      unconsolidated affiliate                                   (492,673)      (261,871)

   Equity in losses of unconsolidated affiliate                   (41,677)       (65,000)
                                                               ----------     ----------  
   NET INCOME (LOSS)                                            ($534,350)     ($326,871)
                                                               ==========     ==========  

   Net income (loss) per common and common equivalent share:

      Basic                                                        ($0.14)        ($0.09)
                                                               ==========     ==========  
      Diluted                                                      ($0.14)        ($0.09)
                                                               ==========     ==========  

   Weighted average number of common and common equivalent shares 
     outstanding:

      Basic                                                     3,766,220      3,732,280
                                                               ==========     ==========  
      Diluted                                                   3,766,220      3,732,280
                                                               ==========     ==========  
</TABLE>





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


<PAGE>   4
      
                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE QUARTERLY PERIODS ENDED JUNE 30, 1998 & 1997
                                    Unaudited

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                          Three Month   Three Month
                                                          Period Ended  Period Ended
                                                          June 30, 1998 June 30, 1997
------------------------------------------------------------------------------------
<S>                                                        <C>           <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                       $(534,350)   $  (326,871)
   Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                          155,314        115,909
      Noncash compensation charge/(credit) - management            
        stock options                                              0        (37,500)
      Noncash equity in losses of Las Vegas Golf Center       41,677         65,000
      Changes in assets and liabilities:
         Interest and other receivables                       32,669        105,501
         Prepaid expenses and other assets                    (4,292)       (10,638)
         Inventories                                             277        (24,202)
         Deferred Revenue                                    (49,508)       (50,604)
         Accounts payable and accrued expenses                (5,717)       502,098
                                                           ---------    -----------

   Cash provided by (used in) operating activities          (363,930)       338,693
                                                           ---------    ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                       (40,854)       (13,969)
   Golf course development costs capitalized                       0     (2,583,108)
   Proceeds from sale of construction in progress            323,099              0
   Investment in unconsolidated affiliate                    (43,507)       (64,757)
                                                           ---------    ----------- 

   Net cash provided by (used in) investing activities       238,738     (2,661,834)
                                                           ---------    ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash proceeds from exercise of stock options, net         328,976              0
   Repayment of long term debt                              (121,427)       (96,883)
   Proceeds from long term debt                              129,306      2,069,257
                                                           ---------    ----------- 

   Net cash provided by (used in) financing activities       336,855      1,972,374
                                                           ---------    ----------- 

Net increase (decrease) in cash and cash equivalents       $ 211,663    $  (350,767)

Cash and cash equivalents, beginning of period             $ 294,746    $   521,447
                                                           ---------    ----------- 
Cash and cash equivalents, end of period                   $ 506,409    $   170,680
                                                           ---------    ----------- 

</TABLE>


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


<PAGE>   5
                                        
                     SENIOR TOUR PLAYERS DEVELOPMENT, INC.
                                        
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE QUARTERLY PERIODS ENDED JUNE 30, 1998 & 1997
                                   Unaudited
                                        
                                  (Continued)
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------
                                                          Three Month   Three Month
                                                          Period Ended  Period Ended
                                                          June 30, 1998 June 30, 1997
-------------------------------------------------------------------------------------
<S>                                                       <C>         <C>     
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:

   Equipment acquired under capital lease                  $       0     $  256,876
                                                           =========     ==========

   Common stock issued for Las Vegas Golf Center purchase  $       0     $   72,000
                                                           =========     ==========


</TABLE>







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


<PAGE>   6
                                        
                     SENIOR TOUR PLAYERS DEVELOPMENT, INC.
                                        
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1998 & 1997
                                   Unaudited

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------
                                                           Six Month     Six Month
                                                          Period Ended  Period Ended
                                                          June 30, 1998 June 30, 1997
--------------------------------------------------------------------------------------
<S>                                                       <C>            <C>       
REVENUES                                                  $3,633,856     $2,776,667

COSTS AND EXPENSES:

   Operating, general and administrative                   3,420,693      2,621,954
   Noncash compensation charge/(credit) - management       
      stock                                                        0        (33,258)
                                                          ----------     ---------- 

   Operating income (loss)                                   213,163        187,971

   Interest income                                               253         13,253
   Interest expense                                         (596,785)      (356,200)
                                                          ----------     ---------- 

   Income (loss) before equity in losses from
      unconsolidated affiliate                              (383,369)      (154,976)

   Equity in losses of unconsolidated affiliate              (84,677)      (103,000)
                                                          ----------     ---------- 

   NET INCOME (LOSS)                                      $ (468,046)    $ (257,976)
                                                          ==========     ========== 

   Net income (loss) per common and common equivalent share:

      Basic                                                   ($0.12)        ($0.07)
                                                          ==========     ========== 
      Diluted                                                 ($0.12)        ($0.07)
                                                          ==========     ========== 

   Weighted average number of common and common equivalent 
      shares outstanding:
      Basic                                                3,758,736      3,716,639
                                                          ==========     ==========   
      Diluted                                              3,758,736      3,716,639
                                                          ==========     ========== 

</TABLE>


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

<PAGE>   7


                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1998 & 1997
                                    Unaudited
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
                                                           Six Month     Six Month
                                                          Period Ended  Period Ended
                                                          June 30, 1998 June 30, 1997
--------------------------------------------------------------------------------------
<S>                                                        <C>          <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                       $(468,046)   $  (257,976)
   Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                          309,039        231,082
      Noncash compensation charge/(credit) - management     
        stock options                                              0        (33,258)
      Noncash equity in losses of Las Vegas Golf Center       84,677        103,000
      Distributions to minority interests in Forest Lakes          0       (349,946)
      Changes in assets and liabilities:
         Interest and other receivables                       26,639      1,139,526
         Prepaid expenses and other assets                   (48,173)         5,611
         Inventories                                          67,349        (32,471)
         Deferred Revenue                                    (84,647)       (66,532)
         Accounts payable and accrued expenses              (371,579)       (67,472)
                                                           ---------    -----------  

   Cash provided by (used in) operating activities          (484,741)       671,564
                                                           ---------    -----------  
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                       (49,199)       (24,300)
   Golf course development costs capitalized                       0     (3,256,947)
   Proceeds from sale of construction in progress            323,099
   Investment in unconsolidated affiliate                    (86,507)       (64,757)
   Cash (restricted) released from escrow                          0              0
   Increase in other assets                                        0              0

   Net cash provided by (used in) investing activities       187,393     (3,346,004)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash proceeds from exercise of stock options, net       $ 328,976             $0
   Repayment of long term debt                              (267,082)    (1,592,373)
   Proceeds from long term debt                              564,689      2,851,882
                                                           ---------    -----------  

   Net cash provided by (used in) financing activities       626,583      1,259,509
                                                           ---------    -----------  

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       $ 329,235    $(1,414,931)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             $ 177,174    $ 1,585,611
                                                           ---------    -----------  

CASH AND CASH EQUIVALENTS, END OF PERIOD                   $ 506,409    $   170,680
                                                           ---------    -----------  

</TABLE>



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


<PAGE>   8

                      SENIOR TOUR PLAYERS DEVELOPMENT, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1998 & 1997
                                    Unaudited

<TABLE>
<CAPTION>

                                   (Continued)
--------------------------------------------------------------------------------------
                                                           Six Month     Six Month
                                                          Period Ended  Period Ended
                                                          June 30, 1998 June 30, 1997
--------------------------------------------------------------------------------------
<S>                                                        <C>          <C>        
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:

   Equipment acquired under capital lease                  $       0    $   256,876
                                                           ---------    -----------

   Common stock issued for Las Vegas Golf Center purchase  $       0    $    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, 1998



         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 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. All significant intercompany transactions and
         balances have been eliminated in consolidation.

         On May 7, 1998 the Company announced that it has signed a Merger
         Agreement dated May 6, 1998, with Golf Club Partners LLC ("GCP"), a
         privately held Oklahoma limited liability company which is not
         affiliated with the Company or its management. Consummation of the
         merger is subject to several conditions set forth in the Merger
         Agreement, including the approval of the Company's shareholders. The
         Merger Agreement provides that prior to the merger, the Company will
         sell or otherwise dispose of all of the Company's assets other than The
         Badlands Golf Club in Las Vegas, Nevada, and the Company will pay or
         otherwise discharge all of its liabilities except for certain
         liabilities relating to The Badlands and the mortgage debt on The
         Badlands. GCP will then acquire the Company through the merger in
         exchange for a cash payment equal to $26.0 million, less The Badlands'
         mortgage debt, any expenses relating to the merger, and any of the
         Company's other liabilities. In addition to the balance of the $26.0
         million cash payment, the Company will receive the proceeds from the
         exercise of the Company's stock options, and plus or minus, as the case
         may be, an adjustment relating to the working capital of The Badlands
         at the time of the merger. The rights of the Company's shareholders
         will thereafter consist solely of their rights to receive their
         portion of the merger consideration. (See Note 10a - Subsequent
         Event-Anticipated Completion of Merger.)

         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 has accounted for its
         ownership interest in the Center


<PAGE>   10
         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 1998, the Company recorded a
         $41,677 loss representing the Company's pro rata share in the Center's
         operating losses. Also, during the second quarter of 1998, the Company
         made an additional capital contribution to the Center in the amount of
         $43,507. At June 30, 1998 the Company had capitalized $1,059,071
         related to this investment, which is carried as Investment in Golf
         Facilities on the accompanying balance sheet. The investment was
         partially offset by a $683,464 reserve, established in 1997, in
         anticipation of a possible write down of the Company's investment in
         the Las Vegas Golf Center, LLC. (See Note 10b - Subsequent Event - Sale
         of Interest in Las Vegas Golf Center, LLC.)

         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 10-QSB. Accordingly, these interim 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, 1998, and results of operations
         for the three month periods ended June 30, 1998 and 1997. 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.

         Concentration of Risk


<PAGE>   11

         Statement of Financial Accounting Standards (SFAS) No. 105, Disclosure
         of Information About Financial Instruments with Off-Balance-Sheet Risk
         and Financial Instrument with Concentrations of Credit Risk, requires
         disclosure of any significant off-balance-sheet and credit risk
         concentrations. The Company has no significant off-balance-sheet
         concentration of credit risk, such a foreign exchange contracts,
         options contracts or other foreign hedging arrangements.

         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 & 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.

         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

         In 1997, the Company adopted SFAS No. 128, Earnings per Share,
         effective December 15, 1997. SFAS No. 128 establishes standards for
         computing and presenting earning per share and applies to entities with
         publicly held common stock or potential common stock. The Company has
         applied the provisions of SFAS No. 128 retroactively to all periods
         presented. The dilutive effect of potential common shares consisting of
         outstanding stock options is determined using the treasury methods and
         the if-converted methods, respectively, in accordance with SFAS No.
         128. Diluted weighted average shares outstanding for


<PAGE>   12

         1998 and 1997 exclude the potential common shares from stock options
         because to do so would have been antidilutive for the years presented.

         Common Stock

         Shares issued and outstanding at June 30, 1998 include 161,644 shares
         to be issued in January 1998 in accordance with the Company's purchase
         of the 21.5% interest in the Las Vegas Golf Center, LLC, a Delaware
         limited liability company (the LLC), during 1996 (see Note 2). However,
         the issuance of those shares was delayed pending the outcome of legal
         action brought by the Company against certain prior owners of the LLC.
         (See Note 10c - Subsequent Event-Settlement of White-Weber Litigation.)

         Recently Issued Accounting Standards

         As of January 1, 1998 the Company adopted Statement of Financial
         Accounting Standards No. 130 - "Reporting Comprehensive Income" ("SFAS
         130"). SFAS 130 establishes new rules for the reporting and display of
         comprehensive income and its components (e.g., foreign currency
         translation adjustments and unrealized gains and losses on certain
         marketable securities). The Company's total comprehensive income for
         the six month period ended June 30, 1998 and 1997, were the same as
         reported net income for those periods.

         The FASB issued SFAS No. 131, "Disclosures About Segments of an
         Enterprise and Related Information," which is required to be adopted by
         the Company no later than fiscal year 1998. This statement introduces a
         new model for segment reporting, called the "management approach." The
         management approach is based on the way that the chief operating
         decision maker organizes segments within a company for making operating
         decisions and assessing performance. Reportable segments can be based
         upon any manner in which management desegregates the company. Such
         segments could include products and services, geography, legal
         structure and management structure. The Company does not expect the
         adoption of this standard to have a material effect on its financial
         position or its results of operations.

         In April 1998, the AICPA issued its Statement of Position 98-5 ("SOP
         98-5"), Reporting on the Costs of Start-Up Activities. SOP 98-5
         requires that costs incurred during start-up activities, including
         organization costs, be expensed as incurred. SOP 98-5 is effective for
         financial statements for fiscal years beginning after December 15,
         1998, although early application is encouraged. Initial application of
         SOP 98-5 should be as of the beginning of the fiscal year in which


<PAGE>   13

         it is first adopted and should be reported as a cumulative effect of a
         change in accounting principle. The Company has intended to adopt SOP
         98-5 on January 1, 1999. The adoption of SOP 98-5 will not have a
         material effect on the Companies financial statements.

         2.  SALES

         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.
         During November, 1996, Westerra Holdings, LLC ("Westerra") purchased
         and succeeded to the interest of Mobil Land in the Stonebridge Ranch
         development. The Purchase and Sale Agreement expired on August 15,
         1997, and to date, no development has commenced.

         On March 23, 1998 the Company assigned to Westerra all of the Company's
         development rights with respect to the Stonebridge Ranch project in
         McKinney, Texas. In consideration of such assignment Westerra agreed to
         reimburse the Company's actual costs incurred to date and to assume
         certain unpaid liabilities related to this development, which are
         included in construction in process in the accompanying financial
         statements. Accordingly during April 1998, the Company was reimbursed
         in full for the $323,099 of development costs which the Company had
         capitalized in connection with Stonebridge Ranch development.

         GOLFTOWN PRACTICE CENTER - SAUGUS, MASSACHUSETTS

         On May 26, 1998, the Company sold its 21.8% equity ownership of
         Golftown, Inc. ("Golftown") to David A. Deutsch, who is the
         brother-in-law of Stanton V. Abrams, the Company's President. In
         consideration of such transfer, Mr. Deutsch paid to the Company
         approximately $29,000 in cash (which represented the investment which
         the Company had previously made in Golftown and costs and advances made
         by the Company on behalf of Golftown), and Mr. Deutsch had previously
         arranged for the Company to be released from the Company's guarantee of
         up to $295,000 of Golftown's debt to a local financial institution
         through the provision by Mr. Deutsch of a similar personal guarantee of
         such debt.


<PAGE>   14

         INVESTMENT IN LAS VEGAS GOLF CENTER, LLC - LAS VEGAS, NEVADA

         On June 23, 1998, the Company entered into an agreement with The
         Ranchito Company, LLC ("Ranchito") which provided for the Company to
         assign its 21.5% membership interest and rights as manager of the Las
         Vegas Golf Center, LLC (the "LLC") to Ranchito. On the date of the
         agreement Ranchito was one of the two members of the LLC other than the
         Company, and Ranchito, exclusive of the interest covered by the
         agreement with the Company, owned in that capacity a 30% membership
         interest in the LLC. In consideration of such assignment, Ranchito
         agreed to (i) pay $200,000 in cash to the Company, (ii) arrange for the
         Company to be released from the Company's joint and several guarantee
         of up to $4,000,000 of the LLC's indebtedness to US Bank of Nevada, and
         (iii) return to the Company the 50,000 shares of the Company's Common
         Stock which the Company had issued to Ranchito in December 1996 in
         connection with the Company's acquisition of its interest in the LLC.
         In addition, if the LLC (or its assets) is acquired within six months
         after the date of the agreement between the Company and Ranchito for
         aggregate net proceeds in excess of $1,750,000 (after payment of all
         outstanding liabilities of the LLC and transaction expenses), Ranchito
         will pay additional consideration to the Company equal to 21.5% of such
         excess. (See Note 10b - Subsequent Event-Sale of Interest in Las Vegas
         Golf Center.)

         3.       ASSIGNMENT OF MANAGEMENT AGREEMENT - HARBOR LINKS GOLF
                  COURSE OF NORTH HEMPSTEAD, NEW YORK

         Effective January 27, 1998, the Company entered into a Golf Facilities
         Management Agreement (the "Management Agreement") with the Town of
         North Hempstead in New York (the "Town"). The Town is constructing a
         new municipal golf facility in the Town of North Hempstead, New York
         which will include an 18-hole championship golf course, a 9-hole
         executive golf course, driving range, clubhouse, maintenance building,
         practice and learning center, parking lot and related golf facilities,
         five athletic fields, the surrounding cliff areas and at the discretion
         of the Town, a miniature golf course, collectively referred to as the
         "Facility." Under the Management Agreement, the Company agreed to
         manage the Facility for the Town including but not limited to
         marketing, maintaining the golf course, clubhouse and golf facilities.
         Under the Management Agreement, the Company was required to provide the
         Town an initial capital contribution for the Facility of $1,000,000 on
         July 1, 1998 (or such later date as the Town should, in its sole
         discretion, determine). The Company would be entitled to receive a
         return of the initial capital contribution in five equal annual
         installments of $200,000 payable on March 1 of each year commencing

                                   
<PAGE>   15

         March 1, 2001. The Company would also be entitled to receive interest
         on the outstanding portion of such capital contribution which had not
         been returned to the Company at an interest rate equal to the lesser of
         2% above the prime rate as reported by the Federal Reserve Bank or the
         actual interest rate paid by the Company on financing obtained to fund
         the initial capital contribution to the Facility.

         The Merger Agreement with Golf Club Partners, LLC (see Notes 1 and 10a)
         required the Company to dispose of its rights and obligations under the
         Management Agreement prior to the effective date of the merger. In
         order to comply with this requirement, the Company assigned the
         Management Agreement as of June 1, 1998 to Arnold Palmer Harbor Links,
         LLC ("APHL") in consideration of the payment by APHL to the Company of
         $25,000 in cash and the agreement by APHL with the Company and the Town
         to make the $1,000,000 capital contribution. The Company had originally
         negotiated with Arnold Palmer Golf Management LLC ("Palmer") the
         funding of the $1,000,000 capital contribution, but Palmer was willing
         to agree to fund only $500,000 of the capital contribution required
         under the Management Agreement. Accordingly, Palmer agreed with the
         Town to provide $500,000 of such capital contribution , and Stanton V.
         Abrams, the Company's President, agreed with the Town to provide the
         remaining $500,000 which Palmer was not willing to provide. This
         arrangement was formalized through (i) the formation of APHL as a joint
         venture between Palmer and Mr. Abrams, with Palmer contributing
         $525,000 to APHL on July 1, 1998 (of which $25,000 was paid by APHL to
         the Company as described above), and Mr. Abrams agreeing to contribute
         $500,000 to APHL by not later than August 1, 1998, and (ii) the
         assignment by the Company of the Management Agreement to APHL with the
         written consent of the Town to such assignment and to the other terms
         summarized above. Under the terms of such consent, the Company remained
         severally liable to fund the $500,000 portion of the capital
         contribution which has not yet been funded until Mr. Abrams funded such
         amount in accordance with his agreement with the Town and the Company.
         In early August, the Company funded such $500,000 capital contribution
         to the Town (in part through funds advanced by Golf Club Partners,
         L.L.C.), and Mr. Abrams agreed to repay such amount through a deduction
         of $500,000 from the portion of the merger consideration which Mr.
         Abrams will be entitled to receive in exchange for his outstanding
         shares of the Company's Common Stock. In the future, as the two members
         of APHL, Palmer and Mr. Abrams will each be entitled to receive from
         the Facility a portion of the management fees under the Management
         Agreement (as assigned) and a return of their respective capital
         contributions to APHL in five equal yearly installments beginning in
         2001, with interest on the portion of their respective capital
         contributions which have not

    
<PAGE>   16

         been returned to an interest rate equal to 2% above the prime rate as
         reported by the Federal Reserve Bank of St. Louis.

         4.  GOLF COURSE DEVELOPMENT COSTS

         In connection with the original eighteen hole facility at The Badlands
         Golf Club, which was completed in October 1995, and the additional nine
         holes, which were completed in September, 1997, the Company has entered
         into the following significant contracts and agreements:

         (a) Badlands Land Lease Agreement

         The Company leases 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.

         During June 1996, the Company leased an additional 67 acres abutting
         The Badlands which was used to develop an additional nine holes that
         was completed in September 1997. 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 October 1, 1997 with an increase
         every three years based on the increase in the Consumer Price Index.

         Both leases contain 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
         $360,000. The lease also requires the Company to pay real estate taxes,
         assessments and other charges in connection with the leased property.

         (b) 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

             
<PAGE>   17

         and indeterminable life span and is transferable by the Company subject
         to certain restrictions in the Agreement.

<TABLE>
<CAPTION>

5.  LONG TERM DEBT
<S>                                                                                       <C>       
Long-term debt consisted of the following at June 30, 1998:

Mortgage note payable to NationsCredit, secured by The Badlands, interest is at
10.78%, with principal and interest due monthly of approximately $ 47,800, final
maturity date of December, 2001                                                            $ 4,831,316

Construction  note payable to NationsCredit, secured by The Badlands, interest is
at 10.95%, with principal and interest due monthly of approximately $48,250, final
maturity date of December, 2001                                                              4,379,138

Capital lease obligation for turf maintenance and other equipment, principal and
interest payments of approximately $12,660 due monthly, final maturity date of
September 30, 1999                                                                             176,102

Capital lease obligation for furniture, fixtures, and other equipment, principal and
interest payments of approximately $3,995 due monthly, final maturity date of
January 1, 2002                                                                                140,244

Capital lease obligation for equipment principal and interest payments of
approximately of $1,040 due monthly, final maturity date of June 13, 2001                       35,282

Capital lease obligation for equipment principal and interest payments of                        4,916
approximately $130 due monthly, final maturity date of May 31, 2002

Capital lease obligation for turf maintenance and other equipment principal and
interest payments of approximately $4,460 due monthly, final maturity date of
June 1, 2002                                                                                   176,619

Capital lease obligation for telephone equipment, principal and interest payments
of approximately $595 due monthly, final maturity date of September 11, 2001                    17,925

Unsecured line of credit, with interest at the prime rate (8.5% at March 31, 1998)
plus 1.5%, final maturity date of October 31, 1998                                             465,000
                                                                                           -----------
             Total debt                                                                    $10,226,542

Less-Current portion                                                                           878,970
                                                                                           -----------
             Total long-term debt                                                           $9,347,572
</TABLE>

<PAGE>   18

6.  STOCKHOLDERS' EQUITY

         Common Stock

         During 1996, the Company issued 742,836 shares of common stock in
         connection with the purchase and sale of investment in the Las Vegas
         Golf Center, LLC (LVGC). In addition, the Company issued 25,000 shares
         to Johnny Miller Design Ltd. for design services rendered at The
         Badlands.

         During 1997, the Company issued an additional 50,000 shares of common
         stock in connection with the purchase of the investment in the LVGC,
         discussed in Note 2.

         Stock Option Plans

         On June 20, 1994, the Company adopted the 1994 Employee Stock Option
         Plan (the Employee Plan) that 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 Employee
         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, 1998,
         195,000 options have been granted under this plan. However, during
         1997, three of the employees who had been granted options under the
         plan resigned from the Company, resulting in the termination of 131,428
         options. For the remaining options granted under the Employee Plan,
         35,000 options had an exercise price of $2.1875 per share, the fair
         market value on the date of grant and vest in five annual equal
         installments beginning in December 1997. At June 30, 1998, 7,000 of
         these options had vested. The terms of the other remaining 28,572
         options issued under the Employee Plan are detailed below in Deferred
         Compensation.

         On November 10, 1996, the Board of Directors of the Company adopted,
         subject to shareholder approval, the 1996 Non-Employee Director Stock
         Option Plan (the Nonemployee Plan), which was subsequently ratified by
         the shareholders. Under the Nonemployee Plan, options for a maximum
         200,000 shares of common stock may be granted. As of June 30, 1998,
         80,000 options have been granted under this plan. The options were
         granted with an exercise price equal to fair market value on the date
         of


<PAGE>   19

         grant, and vested immediately. During the second quarter of 1998 45,000
         of these options were exercised for an aggregate exercise price of
         $95,938.

         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. The options must be
         exercised by December 31, 2004.

         At December 31, 1996, 555,555 (representing 50%) of the management
         stock options 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. As of June 30,
         1998 a total of 655,556 of the options have vested. During the second
         quarter of 1998 536,834 of these options were exercised. Additionally,
         in return for paying $308,583 of employees tax related liability
         associated with exercising these options, one of the employees returned
         112,212 shares of the Companies Common Stock to the Company. These
         shares had a fair market value on the date of the transaction of $2.75
         per share. Accordingly, these shares have been recorded as Treasury
         Stock held at cost. At the time these options were exercised, the
         proceeds were credited to additional paid-in capital accounts.

         Deferred Compensation

         Effective December 11, 1996, the Company granted stock options to an
         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.


<PAGE>   20

         Under the stock option agreement, the options vest pro rata over seven
         years beginning March 5, 1995.

         At December 31, 1996, the Company recorded a charge to deferred
         compensation and a corresponding credit to additional paid-in capital
         in the amount of $89,062, net of amortization, which represents the
         difference between the market price of the Company's common stock on
         December 11, 1996, the date of the option grant ($2.1875) and the
         exercise price of $1.00 per share, multiplied by the number of shares
         subject to the option (100,000). During 1997, the officer resigned from
         the Company, resulting in no future vesting of these options. As of
         June 30, 1998, a total of 28,752 shares had vested.

         7.  INCOME TAXES

         At June 30, 1998, the Company had a net operating loss carryforward
         available for federal tax purposes of approximately $3,300,000 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. Additionally, net operating loss carryforwards may be limited in
         the event of certain changes in ownership interests of significant
         stockholders.

         8.  CONTINGENT LIABILITIES

         1998 BONUS PLAN

         During 1998 the Company established the 1998 Key Employee Bonus Plan
         (the Plan). Under the Plan employees may receive cash bonuses in the
         aggregate amount of approximately $530,000. The bonuses are contingent
         upon certain conditions set forth in the Plan, including: (1) the
         consummation of the merger between the Company and Golf Club Partners
         L.L.C., (2) each employee provides full and complete cooperation to the
         Company, and (3) each employee remains employed by the Company until
         the earlier of (i) the date he or she is discharged by the Board of
         Directors, or (ii) thirty (30) days following the closing of the
         merger. (See Note 10a - Subsequent Event-Anticipated Completion of 
         Merger.)


<PAGE>   21

         9.  RELATED PARTY TRANSACTIONS

         See Notes 2 and 3 above relating to the sale of the Company's interest
         in Golftown Practice Center and the assignment of the Company's
         Management Agreement for the Harbor Links Golf Course.

         10. SUBSEQUENT EVENTS

         (a)    Anticipated Completion of Merger

         On May 7, 1998 the Company announced that it had signed a Merger
         Agreement dated May 6, 1998, with Golf Club Partners L.L.C. ("GCP"), a
         privately held Oklahoma limited liability company which is not
         affiliated with the Company or its management. Consummation of the
         merger is subject to several conditions set forth in the Merger
         Agreement, including the approval of the Company's shareholders. The
         Company's shareholders approved the Merger Agreement at a Special
         Meeting held on July 24, 1998.

         The Company now anticipates that the merger will become effective on or
         about August 20, 1998. On the effective date, each of the Company's
         4,170,791 shares of Common Stock outstanding immediately prior to the
         effective time on that date will be automatically converted into a 
         right to receive in cash the Merger Consideration Per Share as 
         described in the Merger Agreement. The completion of the merger and 
         the effective date remain, however, subject to satisfaction of certain
         remaining closing conditions set forth in the Merger Agreement.

         (b)    Sale of Interest in Las Vegas Golf Center, LLC

         On July 27, 1998, the Company closed the sale to The Ranchito Company,
         LLC of the 21.5% membership interest in Las Vegas Golf Center, LLC,
         which was formerly owned by the Company. The terms of the sale were as
         described above under Note 2 - Sales - Investment in Las Vegas Golf
         Center, LLC.

         (c)    Settlement of White-Weber Litigation

         Effective as of August 7, 1998, the Company settled the litigation
         which had previously been outstanding with certain parties (the
         "White-Webber Group") who had sold to the Company in December 1996 the
         Company's 21.5% membership interest in the Las Vegas Golf Center, LLC
         (see Notes


<PAGE>   22

         1 and 2 above). Under the terms of the purchase, the Company had agreed
         to deliver 161,644 shares of Common Stock and pay $200,000 in cash to
         the White-Webber Group in January 1998. Under the terms of the
         settlement, the Company has issued 161,644 shares of the Company's
         Common Stock and has agreed to pay by August 21 $108,000 of cash 
         in full settlement of the claims of the White-Webber Group. In 
         connection with the White-Webber Litigation, the Company has also 
         incurred approximately $28,000 of legal and other expenses.

                            
<PAGE>   23

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

LIQUIDITY AND CAPITAL RESOURCES.

        As described in Note 10a to the financial statements included in this
report ("Subsequent Event-Anticipated Completion of Merger"), the Company now
anticipates that it will be acquired by Merger on or about August 20, 1998 and
all of its outstanding shares of Common Stock will then be converted into a
right to receive a cash payment provided by Golf Club Partners L.L.C. ("GCP").
Accordingly, the Company now anticipates that its liquidity and capital
resources will become as of the effective date of the merger the responsibility
of GCP.

PLAN OF OPERATION.

         On May 7, 1998 the Company announced that it has signed a Merger
Agreement dated May 6, 1998, with GCP, a privately held Oklahoma limited
liability company which is not affiliated with the Company or its management.
Consummation of the Merger is subject to several conditions set forth in the
Merger Agreement. The Company now anticipates that the Merger will become
effective on or about August 20, 1998.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED JUNE 30, 1998 VS. THREE MONTH PERIOD ENDED JUNE 30, 
  1997

REVENUES during the second quarter ended June 30, 1998 totaled $1,833,033
compared to $1,411,884 during the second quarter of 1997, an increase of
$421,149. The primary reason for the increase, which was anticipated by
management, was the increased revenue at The Badlands due to the opening of the
third nine holes in September 1997.

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES were $2,020,361 during the
quarter ended June 30, 1998 compared to $1,545,119 for the corresponding period
in 1997, an increase of $475,242. Operating Expenses include approximately
$353,000 of deal related expense associated with the Merger discussed in Note
10a.

INTEREST EXPENSE totaled $305,353 for the quarter ended June 30, 1998 compared
to $168,291 during the quarter ended June 30, 1997. Total bank debt and capital
lease obligations at The Badlands as of June 30, 1998 totaled $10,226,542, and
the long term obligation under the water rights agreement was $827,849 as of
June 30, 1998. See Note 4 to the consolidated financial statements included
herein.

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 accounted 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 adjusted


<PAGE>   24

periodically to recognize the Company's share of earnings or losses after the
date of acquisition. During the second quarter of 1998, the Company recorded a
$41,677 loss representing the Company's pro rata share in the Center's operating
losses compared to $65,000 during the corresponding period in 1997. See notes to
consolidated financial statements included herein.


                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See Note 10c - Settlement of White-Weber Litigation.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

No matter was submitted during the fiscal quarter ended June 30, 1998 covered by
this report to a vote of security holders, whether through the solicitation of
proxies or otherwise. However, at a Special Meeting of Stockholders held on July
24, 1998, the Merger Agreement with Golf Club Partners L.L.C. was approved by
the affirmative vote of the holders of 3,083,669 shares of Common Stock, which
represented 76% of the total outstanding shares on the recent date for such
Special Meeting.


ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

Exhibit 10.31 - Amendment No. 1 dated August 17, 1998 to Merger Agreement among
the Company, Golf Club Partners L.L.C. and STPD Acquisition Company.


<PAGE>   25


(b)   REPORTS ON FORM 8-K.

None



                                   SIGNATURES

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

                                                  SENIOR TOUR PLAYERS
                                                  DEVELOPMENT, INC.

Dated: August 19, 1998                            By:  /s/ Brendan Kissane
                                                       -------------------
                                                  Brendan Kissane, Controller
                                                 (Principal Accounting Officer)