**SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

 

**FORANNUAL AND TRANSITION REPORTSPURSUANT TO SECTIONS 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

| **ý**                                           |   | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|
|                                                 |   |                                                                                                    |
| **For the fiscal year ended January 31, 2004.** |
|                                                 |   |                                                                                                    |
| **o**                                                |   | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**Forthe transition period from _______________ to _______________.**

 

**Commission File No. 1-7062**

 

**InnSuites Hospitality Trust**(Exact Name of Registrant as Specified in Its Charter)

 

| **Ohio**                                                                            |   | **34-6647590**                           |
|-------------------------------------------------------------------------------------|--------|------------------------------------------|
| (State or Other Jurisdiction of Incorporation or Organization)                      |   | (I.R.S. Employer Identification  Number) |
|                                                                                |   |                                     |
| **InnSuites Hotels Centre, 1615 E. Northern Avenue,**                               |   |                                     |
| **Suite 102, Phoenix, Arizona**                                                     |   | **85020**                                |
| (Address of Principal Executive Offices)                                            |   | (ZIP Code)                               |
|                                                                                |   |                                     |
| Registrant’s  Telephone Number, including area code:   **(602) 944-1500** |
|                                                                                |   |                                     |
| Securities  registered pursuant to Section 12(b) of the Act:              |   |                                     |

 

| **Title of Each Class**                      |   | **Name of Exchange on Which Registered** |
|---------------------------------------------------|--------|------------------------------------------|
| Shares of Beneficial Interest,  without par value |   | American Stock Exchange                  |

 

Securities registered pursuantto Section 12(g) of the Act:  **None**

 

Indicate by check mark whetherthe Registrant:  (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes  ý No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check mark whetherthe Registrant is an accelerated filer (as defined in Exchange ActRule 12b-2).  Yes o  No ý

 

Aggregate market value ofvoting stock held by non-affiliates of the Registrant as of July 31, 2003:  $2,686,711.

 

Number of shares of votingstock outstanding as of May 21, 2004: 2,331,462.

 

 

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EXPLANATORY NOTE

 

This Annual Report on Form 10-K/A is beingfiled as Amendment No. 1 to the Annual Report on Form 10-K of InnSuitesHospitality Trust (the “Trust”) filed with the Securities and ExchangeCommission on April 30, 2004, for the purpose of amending the informationprovided in Items 9, 10, 11, 12, 13, 14 and 15.

 

PART II

 
| Item 9. |   | CHANGES IN  AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
|---------|--------|---------------------------------------------------------------------------------------|

 

The Trustees have selected McGladrey & Pullen, LLP as independentauditors to examine the books, records and accounts of the Trust for the fiscalyear ending January 31, 2005. McGladrey & Pullen were the independent auditors of the Trust forthe fiscal years ended January 31, 2004 and 2003, and is considered by theTrustees to be well qualified.

 

Representatives of McGladrey & Pullen****are expected to be present at the 2004 Annual Meeting, willhave the opportunity to make a statement if they desire to do so and areexpected to be available to respond to appropriate questions.

 

On January 6, 2003, the Trust engaged McGladrey & Pullen, LLP toact as the Trust’s principal independent accountant to audit the Trust’sfinancial statements, replacing KPMG LLP which was dismissed as the Trust’sprincipal independent accountant on the same date.  The decision to change independent auditors was recommended andapproved by the Audit Committee of the Board of Trustees of the Trust.  The Trust reported this change inindependent auditors in a Current Report on Form 8-K filed with the Securitiesand Exchange Commission on January 13, 2003.

 

The reports of KPMG on the Trust’s financial statements for the fiscalyears ended January 31, 2002 and 2001 did not contain an adverse opinion or adisclaimer of opinion and were not qualified or modified as to uncertainty,audit scope or accounting principles. In connection with the audits of the Trust’s financial statements forthe fiscal years ended January 31, 2002 and 2001, and in the subsequent interimperiod through January 6, 2003, there were no disagreements with KPMG on anymatter of accounting principles or practices, financial statement disclosure orauditing scope and procedure which, if not resolved to the satisfaction ofKPMG, would have caused KPMG to make reference to the matter in its report.

 

In connection with the audits of the Trust’s financial statements forthe fiscal years ended January 31, 2002 and 2001, and in the subsequent interimperiod through January 6, 2003, there were no “reportable events” as that termis defined in Item 304(a)(1)(v) of Regulation S-K.

 

During thefiscal years ended January 31, 2002 and 2001, and in the subsequent interimperiod through January 6, 2003, the Trust did not consult with McGladrey &Pullen regarding the application of accounting principles to a specifiedtransaction, either completed or proposed, the type of audit opinion that mightbe rendered on the Trust’s financial statements or any of the matters describedin the immediately preceding paragraphs.

 

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PART III

 

Item 10.      TRUSTEESAND EXECUTIVE OFFICERS OF THE TRUST

 

**Nominees, Trustees and ExecutiveOfficers**

 

Theinformation concerning the Trustees and executive officers of the Trust setforth in the following table is based in part on information received from therespective Trustees and executive officers and in part on the Trust’srecords.  The following table sets forththe name, age, term of office and principal business experience for eachTrustee, nominee for Trustee and executive officer of the Trust, as applicable.

 
| **Name**                                 |   | **Principal Occupations  During Past Five Years,  Age as of May 21, 2004  And Directorships Held**                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | **Trustee  Since** |
|------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
| **Nominee Whose Term  Expires in 2005**  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
| Stephen A.  McConnell(1),(2),(3),(4)     |   | President of Solano Ventures since 1991, an investment fund devoted  to small and mid-sized companies.   Chairman of G-L Industries, L.L.C. since 1998, a Salt Lake City-based  manufacturer of wood glue-lam beams used in the construction industry.  Chairman of Mallco Lumber & Building  Materials, Inc., a wholesale distributor of lumber and doors from 1991 to  1997.  Member of the Board of  Directors of Vodavi Technology, Inc., Mobil Mini, Inc., Capital Title Group,  Inc., and Miracor Diagnostics, Inc.   Age 51. |   | February 3, 2004   |
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
| **Nominees for Terms  Expiring in 2007** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
| James F.  Wirth(1)                       |   | Chairman,  President and Chief Executive Officer of the Trust since January 30,  1998.  President and owner of Suite  Hotels LLC and affiliated entities, owners and operators of hotels, since  1980.  President of Rare Earth  Development Company, a real estate investment company owned by Mr. Wirth,  since 1973.  Age:  58.                                                                                                                                                                                                      |   | January 30, 1998   |
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |               |
| Peter A.  Thoma(2),(3),(4)               |   | Owner and  operator of A&T Verleigh, Hamburg, Germany, a hospitality service and  rental company, since 1997.  Owner and  operator of Thoma Zeltsysteme, Hamburg, Germany, an import and sales company,  since 1997.  Age:  38.                                                                                                                                                                                                                                                                                                          |   | April 13, 1999     |

 

2

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| **Trustee Whose Term  Expires in 2005** |   |                                                                                                                                                                                                                                                                                                                                                |   |             |
|-----------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|
|                                    |   |                                                                                                                                                                                                                                                                                                                                                |   |             |
| Steven S.  Robson(2),(3),(4)            |   | President of  Robson Communities, Inc. and Scott Homes and Scott Multifamily, Inc.,  residential real estate developers, since 1979.  Age:  48.                                                                                                                                                                                           |   | June 16, 1998    |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                |   |             |
| **Trustee Whose Term  Expires in 2006** |   |                                                                                                                                                                                                                                                                                                                                                |   |             |
|                                    |   |                                                                                                                                                                                                                                                                                                                                                |   |             |
| Marc E. Berg(1)                         |   | Executive  Vice President, Secretary and Treasurer of the Trust since February 10,  1999.  Vice President – Acquisitions  of the Trust from December 16, 1998 to February 10, 1999.  Consultant to InnSuites Hotels since  1989.  Self-employed as a Registered  Investment Advisor since 1985.   Age:  51. |   | January 30, 1998 |

 

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(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

(4) Member of the Governance and Nominating Committee.

 
| **Other Executive Officers** |   |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Anthony B.  Waters           |   | Chief  Financial Officer of the Trust since February 29, 2000.  Controller of the Trust from June 17,  1999 to February 29, 2000.  Accountant  and auditor with Michael Maastricht, CPA from June 16, 1998 to June 15, 1999,  performing audits for InnSuites Hotels, Inc.   Self-employed, concentrating in computerized accounting and  information systems, from 1990 to June 1998.   Age:  57. |

 

The Board of Trustees of theTrust has determined that Mr. McConnell, a member of the Trust’s AuditCommittee, qualifies as a “financial expert” under applicable SEC rules, andthat Mr. McConnell is “independent,” as such term is defined by Securities andExchange Commission rules and Amex listing standards.

 

**Section16(a) Beneficial Ownership Reporting Compliance**

 

Based on Trust records and information, and upon representations fromthe reporting persons, the Trust believes that all Securities and ExchangeCommission filing requirements applicable to Trustees, executive officers andbeneficial owners of more than 10% of a registered class of equity securitiesof the Trust under Section 16(a) of the Securities Exchange Act of 1934,as amended, for the fiscal year ended January 31, 2004, were compliedwith, except that an initial filing on Form 3 by Mr. Stephen McConnell wasinadvertently filed late by the Trust on his behalf.

 

3

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**Code of Ethics for Senior Financial Officers**

 

The Trust has adopted a Code of Ethics that applies to its ChiefExecutive Officer, Chief Financial Officer and principal accounting officer andpersons performing similar functions. The Trust has posted its Code of Ethics on its website atwww.innsuitestrust.com.  The Trustintends to satisfy all SEC and Amex disclosure requirements regarding anyamendment to, or waiver of, the Code of Ethics relating to its Chief ExecutiveOfficer, Chief Financial Officer and principal accounting officer, and personsperforming similar functions, by posting such information on its website andmaking any necessary filings with the SEC. In addition, the Trust has adopted a Code of Conduct and Ethics thatapplies to all of its employees, officers and Trustees.  It is also available on the Trust’s websiteat www.innsuitestrust.com.

 

Item 11.      EXECUTIVECOMPENSATION

 

During fiscal year 2005, the Trust will issue 9,600 Shares to eachTrustee, other than Messrs. Wirth and Berg, as compensation for servicesrendered as a Trustee of the Trust during fiscal year 2004.  During fiscal year 2006, the Trust intendsto issue 9,600 Shares to each Trustee, other than Messrs. Wirth and Berg, asTrustee compensation for services rendered during fiscal year 2005.

 

SUMMARY COMPENSATION TABLE

 

The table below shows individual compensation information for theTrust’s Chief Executive Officer and any other executive officer whose totalannual salary and bonus for the fiscal year ended January 31, 2004exceeded $100,000.

 
| **Name and Principal Position** |   | **Fiscal  Year** |   | **Annual  Salary** |    | **Restricted  Stock Awards** |   |
|---------------------------------|--------|------------------|--------|--------------------|---------|------------------------------|--------|
|                            |   |             |   |               |    |                         |   |
| James F. Wirth                  |   | 2004             |   | $                  | 95,231  | (2)                          | — |   |
| President and Chief             |   | 2003             |   | 95,936             | (3)     | —                       |   |
| Executive Officer (1)           |   | 2002             |   | 90,940             | (4)     | —                       |   |
|                            |   |             |   |               |    |                         |   |
| Anthony B. Waters               |   | 2004             |   | $                  | 126,000 |                         | $      | 6,240 | (6) |
| Chief Financial Officer         |   | 2003             |   | 129,392            |    |                         |   |
|                            |   | 2002             |   | 121,477            | (5)     |                         |   |
|                                 |        |                  |        |                    |         |                              |        |  |  |

 

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(1)           The terms of Mr.Wirth’s Employment Agreement are summarized below.  See “Item 13 - Certain Relationships and Related Transactions -Employment Agreement with Mr. Wirth.”

(2)           Although Mr. Wirth’sannual salary for fiscal year 2004 was set at $130,000, Mr. Wirth agreed to asalary reduction that resulted in an annual salary of $95,231 for fiscal year2004.

(3)           Although Mr. Wirth’sannual salary for fiscal year 2003 was set at $126,000, Mr. Wirth agreed to asalary reduction that resulted in an annual salary of $95,936 for fiscal year2003.

(4)           During fiscal year2002, Mr. Wirth was paid $90,940 and agreed to defer the payment of anadditional $20,923 until a future date mutually agreeable to Mr. Wirth and theTrust.  The deferred salary payment of$20,923 was waived and forfeited by Mr. Wirth during fiscal year 2003.

(5)           During fiscal year2002, Mr. Waters was paid $117,115 and agreed to defer the payment of anadditional $4,362 until March 31, 2002. In March 2002, Mr. Waters was paid the deferred salary payment of$4,362.

(6)           Represents the fairmarket value of 4,800 Shares issued to Mr. Waters as a bonus on June 30, 2003.

 

4

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**Aggregated Option Exercises In Fiscal Year2004 and**

**Fiscal Year-End Option Values**

 
| **Name**          |   | **Shares  Acquired On  Exercise (#)** |   | **Value  Realized ($)** |   | **Number of  Securities  Underlying  Unexercised Options  At Fiscal Year-End (#)  Exercisable/  Unexercisable** |   | **Value of  Unexercised  In-The-Money  Options At Fiscal  year-End ($)****Exercisable/  Unexercisable** |   |
|-------------------|--------|---------------------------------------|--------|-------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|
|              |   |                                  |   |                    |   |                                                                                                            |   |                                                                                                    |   |
| James  F. Wirth   |   | N/A                                   |   | N/A                     |   | 50,000/0                                                                                                        |   | N/A                                                                                                     | *      |
|              |   |                                  |   |                    |   |                                                                                                            |   |                                                                                                    |   |
| Anthony B. Waters |   | N/A                                   |   | N/A                     |   | 20,000/0                                                                                                        |   | N/A                                                                                                     | *      |

 

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*As of May 21, 2004, none of the options held by suchindividual were in-the-money.

 

Item 12.      SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information as of May 21, 2004 inrespect of any persons known to the Trust to be the beneficial owner of morethan 5% of the Shares and the number of Shares owned beneficially by eachTrustee, nominee and executive officer, and the Trustees, nominees andexecutive officers as a group.

 

**Five Percent Beneficial Owners andBeneficial Ownership of Trustees, Nominees and Executive Officers**

 
| **Name**                                                            |   | **Shares  Beneficially Owned** |   | **Percentage  of Outstanding  Shares** |   |
|---------------------------------------------------------------------|--------|--------------------------------|--------|----------------------------------------|--------|
| **5% Beneficial Owners**                                            |   |                           |   |                                   |   |
|                                                                |   |                           |   |                                   |   |
| Mason E. Andersen (1)                                               |   | 218,606                        |   | 9.38                                   | %      |
| Dan Z. Bochner (2)                                                  |   | 238,383                        |   | 10.22                                  | %      |
| Lee J. Flory (3)                                                    |   | 184,416                        |   | 7.47                                   | %      |
|                                                                |   |                           |   |                                   |   |
| **Trustees, Nominees and  Executive Officers**                      |   |                           |   |                                   |   |
|                                                                |   |                           |   |                                   |   |
| James F. Wirth (4)                                                  |   | 660,563                        |   | 27.74                                  | %      |
| Marc E. Berg  (5)                                                   |   | 86,225                         |   | 3.65                                   | %      |
| Steven S. Robson (6)                                                |   | 203,923                        |   | 8.67                                   | %      |
| Peter A. Thoma (7)                                                  |   | 49,100                         |   | 2.09                                   | %      |
| Stephen A. McConnell                                                |   | 3,400                          |   |                                   | *      |
| Anthony B. Waters (8)                                               |   | 29,800                         |   |                                   | *      |
|                                                                |   |                           |   |                                   |   |
| Trustees, Nominees and Executive Officers  as a group (six persons) |   | 1,033,011                      |   | 41.80                                  | %      |

 

5

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(1)   Consists of 170,000 Shares held by the AndersenTrust dated August 27, 1980 and 48,606 Shares held by the Anderson CharitableRemainder UniTrust.  Mr. Andersen andhis spouse are co-trustees and income beneficiaries of both Trusts.  The address for Mr. Andersen is 3024West Sahuaro Drive, Phoenix, Arizona 85029.

 

(2)   Pursuant to Amendment No. 2 to Schedule 13-D, datedDecember 30, 1996, filed with the Securities and Exchange Commission onDecember 31, 1996 by Mr. Bochner.  Theaddress for Mr. Bochner is P.O. Box 10809, Beverly Hills, California90213.

 

(3)   Consists of 118,344 Class A limited partnershipunits in the Partnership that are convertible at any time, at the option of theholder thereof, into Shares, 20,000 Shares that may be acquired within 60 daysof June 3, 2004 pursuant to the exercise of stock options and 46,072Shares.  The address for Mr. Flory is716 South 6th Avenue, La Grange, Illinois 60525.

 

(4)   Consists of 50,000 Shares that may be acquiredwithin 60 days of June 3, 2004 pursuant to the exercise of stock optionsand 610,563 Shares.  These Shares areowned jointly by Mr. Wirth and his spouse.  Mr. Wirth and his spouse also own all 4,467,938 issued andoutstanding Class B limited partnership units in the Partnership, theconversion of which is restricted and permitted only at the discretion of theBoard of Trustees of the Trust.  Theaddress for Mr. Wirth is 1615 E. Northern Avenue, Suite 102, Phoenix, Arizona85020.

 

(5)   Consists of 30,000 Shares that may be acquiredwithin 60 days of June 3, 2004 pursuant to the exercise of stock optionsand 56,225 Shares.  The address for Mr.Berg is 1615 E. Northern Avenue, Suite 102, Phoenix, Arizona 85020.

 

(6)   Consists of 20,000 Shares that may be acquiredwithin 60 days of June 3, 2004 pursuant to the exercise of stock optionsand 183,923 Shares.

 

(7)   Consists of 20,000 Shares that may be acquiredwithin 60 days of June 3, 2004 pursuant to the exercise of stock options and29,100 Shares.

 

(8)   Consists of 20,000 Shares that may be acquiredwithin 60 days of June 3, 2004 pursuant to the exercise of stock options and9,800 Shares.

 

*              Lessthan one percent (1.0%).

 

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The following table provides information about theTrust’s equity compensation plans (other than qualified employee benefits plansand plans available to shareholders on a pro rata basis) as of January 31,2004:

 

**Equity Compensation Plan Information**

 
| **Plan Category**                                           |   | **Number of  Securities to  be Issued Upon Exercise  of Outstanding Options,  Warrants and Rights** |   | **Weighted –  Average  Exercise Price of  Outstanding Options,  Warrants and Rights** |   | **Number of  Securities  Available for Future  Issuance Under Equity**

**Compensation  Plans  (Excluding Securities  Reflected in Column (a))** |   |
|-------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                        |   |                                                                                                |   |                                                                                       |   |                                                                                                                                                  |   |
| Equity compensation plans approved by security  holders     |   | 246,000                                                                                             |   | $ 2.50                                                                                     |   | 506,800                                                                                                                                               |   |
|                                                        |   |                                                                                                |   |                                                                                       |   |                                                                                                                                                  |   |
| Equity compensation plans not approved by  security holders |   | None                                                                                                |   | None                                                                                       |   | None                                                                                                                                                  |   |

 

Item 13.      CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

 

**Employment Agreement with Mr. Wirth**

 

James F. Wirth, Chairman, President and Chief Executive Officer of theTrust, has an Employment Agreement with the Trust expiring in December2007.  Pursuant to the terms of theEmployment Agreement, upon the termination of the Advisory Agreement withMid-America ReaFund Advisors, Inc. (“MARA”), a company owned by Mr. Wirth andhis spouse, which termination occurred effective January 1, 1999,Mr. Wirth is to receive, each year through 2007, up to the amount MARAwould have received for advisory and management services under the AdvisoryAgreement, but in no event will his compensation exceed $160,000 per year.  Based upon a review of the performance ofthe Trust and upon the recommendation of the Compensation Committee, duringfiscal year 2004, Mr. Wirth’s was paid an annual salary equal to $95,231,which is less than he is entitled to receive under the terms of his EmploymentAgreement.  Mr. Wirth’s annual salaryfor fiscal year 2004 has been set at $130,000. The Compensation Committee does not rely on any particular set of financialor non-financial factors, measures or criteria when determining thecompensation offered to Mr. Wirth.

 

**Acquisition ofInnSuites Hotels by the Trust**

 

Effective February 1, 2001, the Trust acquiredall of the issued and outstanding common and preferred equity stock ofInnSuites Hotels, Inc. (“InnSuites Hotels”) for $11,531 in cash considerationand the assumption of approximately $1.6 million of net liabilities.  Prior to the acquisition, InnSuites Hotelswas owned 23% by Marc E. Berg, Executive Vice President, Secretary, Treasurerand Trustee of the Trust, 9.8% by InnSuites Innternational Hotels, Inc.(“InnSuites Innternational”), an entity owned by Mr. Wirth, and 67.2% byunrelated parties.

 

Following the acquisition of InnSuites Hotels by theTrust, the management agreements relating to the Hotels between InnSuitesHotels and InnSuites Innternational were terminated, and new

 

7

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managementagreements were entered into on substantially similar terms with SuiteHospitality Management, Inc. (the “Management Company”), 9.8% of which wasowned by Mr. Wirth until July 1, 2003, when Mr. Wirth sold his interest tothe majority stockholder.  There were notermination fees charged in connection with the cancellation of the oldmanagement agreements.  In exchange forits assumption of the management agreements, the Management Company agreed topay $911,320 to InnSuites Innternational in order for InnSuites Innternationalto satisfy its liabilities.  EffectiveFebruary 1, 2001, RRF Limited Partnership, the Trust’s operating partnership(the "Partnership”), InnSuites Hotels and the Management Company enteredinto an amended Intercompany Agreement whereby, subject to certain terms andconditions, the Partnership granted InnSuites Hotels a right of first refusalto lease, and the Management Company a right of first refusal to operate, anyreal property acquired by the Partnership. In return, the Partnership was granted a right of first refusal topursue opportunities presented to InnSuites Hotels or the Management Company topurchase investments in real estate, hotel properties, real estate mortgages,derivatives or entities that invest in any of the foregoing.  In connection with the acquisition ofInnSuites Hotels by the Trust, the rate structures of the Percentage Leases forthe Hotels were amended to reflect current economic and market conditions, andthe employees of InnSuites Hotels became employees of the Management Company.

 

**Transferof Interest in Suite Hospitality Management, Inc.**

 

Effective July 1, 2003, Mr. Wirth transferred hisentire 9.8% interest in the Management Company to the majority stockholder inexchange for $98.00 cash consideration. Following the transfer, all of the issued and outstanding capital stockof the Management Company is owned by the stockholder who purchased Mr. Wirth’sshares.

 

**Purchase of Class B Units from Mr.Wirth**

 

On February 2, 2004, the Trustpurchased 433,036 Class B limited partnership units in the Partnership from Mr.Wirth and his affiliates for the closing price of the Trust’s Shares ofBeneficial Interest on that day, which was $2.25 per Share.  The Trust made a down-payment totaling$2,500 and issued five promissory notes totaling $971,831, which will be paidin monthly installments of principal and interest over 84 months.  The Trust repurchased these Class B limitedpartnership units to increase its sole general partner interest in thePartnership, and thereby receive a larger allocation of the Partnership’sequity.  This increased allocation ofequity will enhance the Trust’s ability to regain compliance with Amex listingstandards.

 

**Acquisition of InnSuites LicensingCorp. by Suite Hospitality Management, Inc.**

 

EffectiveFebruary 2, 2004, the Management Company, an entity in which Mr. Wirthpreviously owned a 9.8% interest, acquired all of the issued and outstandingcapital stock of InnSuites Licensing Corp. (the “Licensing Corp.”), an entitythen owned by Mr. Wirth and his spouse. In exchange for the stock of the Licensing Corp., Mr. Wirth and hisspouse received 55,563 Shares that were held by the Management Company.  The Licensing Corp. will operate as awholly-owned subsidiary of the Management Company.  Agreements for the provision of trademark and license services byLicensing Corp. to InnSuites Hotels continued after this transfer, as describedbelow in “Item 13 - Certain Relationships and Related Transactions - Managementof Hotel Properties and Licensing Agreements.”

 

8

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**Managementof Hotel Properties and Licensing Agreements**

 

Mr. Wirth has derived benefits from the management of the Trust’shotel properties by the Management Company, an entity in which Mr. Wirthpreviously had a 9.8% interest.  See“Item 13 - Certain Relationships and Related Transactions - Transfer ofInterest in Suite Hospitality Management, Inc.” above.  In addition, Mr. Wirth has derived benefitsfrom the license agreements with the Licensing Corp., an entity formerly ownedby Mr. Wirth and his spouse.   See “Item13 - Certain Relationships and Related Transactions - Acquisition of InnSuitesLicensing Corp. by Suite Hospitality Management, Inc.” above.

 

As a REIT, through January 31, 2004, the Trust wasprohibited from operating its properties other than through an independentmanagement company or a taxable REIT subsidiary.  Until February 1, 2004, the Trust elected to be taxed as a REIT,as that term is defined and used in Sections 856-860 of the InternalRevenue Code of 1986, and the Regulations thereunder.  As of February 1, 2004, the Trust is no longer a REIT, butinstead will be taxed as a C corporation under federal tax laws.  See Note 21 to the Trust’s ConsolidatedFinancial Statements – “Subsequent Events.”

 

Prior to February 1, 2001, InnSuites Hotels operatedand managed all of the Hotels, with the assistance of InnSuitesInnternational.  Pursuant to managementagreements, InnSuites Hotels paid InnSuites Innternational an annual managementfee of 2.5% of gross revenues for property management services.  Following the acquisition of InnSuitesHotels by the Trust effective February 1, 2001, InnSuites Hotels operatesand manages the Hotels with the assistance of the Management Company, an entityin which Mr. Wirth, until July 1, 2003, held a 9.8% ownership interest,pursuant to substantially the same terms as the InnSuites Innternationalmanagement agreements.  EffectiveFebruary 1, 2003, the annual management fee charged by the Management Companyto InnSuites Hotels under the current management agreements was reduced to 2.0%of gross room revenues.  This reductionwill be effective through January 31, 2005, when the annual management fee willreturn to the level originally stated in the current managementagreements.  On December 31, 2003, the Trustagreed to extend the current management agreements through January 31, 2008, inexchange for the Management Company forgiving $183,248 of accrued but unpaidfees.  Effective February 2, 2004, theManagement Company purchased Licensing Corp. See “Item 13 - Certain Relationships and Related Transactions -Acquisition of InnSuites Licensing Corp. by Suite Hospitality Management, Inc.”above.

 

InnSuites Hotels pays LicensingCorp. an annual licensing fee of 2.0% of gross room revenues (1.0% for thosehotel properties which also carry a third-party franchise (as discussed below),such as Best Western® or Holiday Inn®) for trademark and licensing servicesrelating to the use of the InnSuites® name and marks.  These rates are in effect until January 31, 2005, when thetrademark and licensing fees will return to the levels originally stated in thecurrent trademark and licensing services agreements (2.5% and 1.25% of grossrevenue, respectively).  On December 31,2003, the Trust agreed to extend the current trademark and licensing servicesagreements through January 31, 2007, in exchange for the Licensing Corp.forgiving $347,473 of accrued but unpaid fees. Effective February 2, 2004, the Management Company purchased LicensingCorp.  See “Item 13 - Certain Relationshipsand Related Transactions - Acquisition of InnSuites Licensing Corp. by SuiteHospitality Management, Inc.” above.

 

9

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**Sale of Scottsdale, Arizona Property**

 

OnMarch 21, 2003, the Trust sold its Scottsdale, Arizona property to Eldorado Resort, L.L.C.(“Eldorado”), an affiliate of Mr. Wirth, for its appraised and carrying value of $3.1million.  Eldorado paid for the hotel byassuming $1.1 million of the Trust’s notes payable to Rare EarthFinancial, L.L.C. (“Rare Earth Financial”), an affiliate of Mr. Wirth, assuming$500,000 of the Partnership’s notes payable to Capital Resource Lenders-I,L.L.C., an affiliate of Mr. Wirth, and paying the Trust’s term loan of$1,500,000 to the lender in full.

 

**Sale of Flagstaff, Arizona Property**

 

On August 21,2003, the Trust sold its Flagstaff, Arizona property to Flagstaff Grand CanyonResort, LLC, an affiliate of Mr. Wirth, for a cash payment equal to itsappraised value of $2,775,000.  TheTrust used the proceeds to fully satisfy its $1.5 million bank line of creditand to reduce its notes payable to Rare Earth Financial by $1,275,000.  In connection with the sale of the Flagstaffproperty, affiliates of Mr. Wirth that held certain promissory notes issued bythe Trust and the Partnership released their security interests in theFlagstaff property.

 

**Sale ofBuena Park, California Property**

 

On October 16, 2003,the Trust sold its Buena Park, California property to CVTI, LLC, an unrelatedthird party (“CVTI”), for $6.5 million.  The purchase price was satisfiedwith $6.3 million in cash and a $200,000 promissory note issued by CVTI to theTrust.  The Trust subsequently assigned the $200,000 promissory note toRare Earth Financial to satisfy $200,000 of a certain note payable held by RareEarth Financial.  The Trust used the cash proceeds to fully satisfy thebank mortgage note on the property in the amount of $3,082,574, to reducecertain notes payable to Mr. Wirth and his affiliates and to Mr. Steven S.Robson in the aggregate amount of $1.5 million, and to reduce trade accountspayable.

 

**Sale ofTempe, Arizona Property**

 

## On March 25, 2004, the Trustsold its Tempe, Arizona property to Tempe/Phoenix Airport Resort LLC, anaffiliate of Mr. Wirth, for $6.8 million, its appraised value.  Tempe/Phoenix Airport Resort LLC satisfiedthe purchase price by assuming $5.1 million of the Trust’s notes payable to Mr.Wirth and his affiliates and assuming the $1.7 million mortgage note secured bythe property.

##  

**Sale of San Diego, CaliforniaProperty**

 

On April 1, 2004, thePartnership sold its San Diego, California property to an unrelated third partyfor $9.7 million, which was paid in cash. The Trust used $4.8 million of the proceeds to satisfy its mortgage notepayable on the property.  The Trust used$1.1 million of the remaining proceeds from the sale to satisfy related partynotes payable, $700,000 to reduce trade payables and retained the remainingproceeds for future operations and capital improvements.

 

10

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**RelatedParty Loans and Advances to the Trust**

 

Notes and advances payable to related parties consistof funds provided by Mr. Wirth, certain of his affiliates and otherrelated parties to permit the Trust to repurchase additional generalpartnership units in the Partnership and to fund working capital and capitalimprovement needs. The aggregate amount outstanding to related parties wasapproximately $6.9 million as of January 31, 2004.

 
|                                                                                                                                                                                                                                                                                                                                                                                        |   | **Amount  Payable as of  January 31, 2004** |      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------|-----------|
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Note payable  to Steve Robson, Trustee of the Trust, bearing interest at 7% per annum,  secured by Class A limited partnership units in the Partnership, and due in  monthly principal and interest payments of $25,000 through December, 2004.                                                                                                                                             |   | $                                           | 239,667   |   |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Unsecured  notes payable to Rare Earth Financial, LLC, an affiliate of Mr. Wirth,  bearing interest at 7% per annum, and due in a one-time installment of  $514,500 on February 15, 2004.  Paid  in full during February 2004.                                                                                                                                                         |   | 514,500                                     |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Unsecured  note payable to Rare Earth Financial, L.L.C., an affiliate of Mr. Wirth,  bearing interest at 7% per annum.  A  principal payment of $500,000 is due on March 15, 2004.  The remaining unpaid principal balance and  accrued interest is due on March 15, 2005.                                                                                         |   | 2,000,000                                   |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Note payable  to Rare Earth Financial, L.L.C., an affiliate of Mr. Wirth, bearing  interest at 7% per annum, secured by the Partnership’s equity in Baseline  Hospitality Properties LP, and due in monthly principal and interest payments  of $13,860 through July 2006.  During  fiscal year 2004, $136,290 of accrued interest was added to the  principal balance. |   | 2,072,893                                   |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Note payable  to Rare Earth Financial, L.L.C., an affiliate of Mr. Wirth, bearing  interest at 7% per annum, secured by the Partnership’s equity in Baseline  Hospitality Properties LP, and due in monthly principal and interest payments  of $9,179 through July 2007.  During  fiscal year 2004, $263,014 of accrued interest was added to the principal  balance.  |   | 1,379,646                                   |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Note payable  to Hulsey Hotels Corporation, an affiliate of Mr. Wirth, bearing  interest at 7% per annum, secured by Class B limited partnership units in the  Partnership, and due in monthly principal and interest payments of $10,488  through March 2007.                                                                                                                         |   | 356,550                                     |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Note payable  to Mr. Wirth, bearing interest at 7% per annum, secured by Shares of  Beneficial Interest in the Trust, and due in monthly installments of $5,508  through March 2007.                                                                                                                                                                                                        |   | 187,230                                     |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Unsecured  note payable to Mr. Wirth, bearing interest at 7% per annum, and due in  monthly installments of $2,993 through March 2007.                                                                                                                                                                                                                                                      |   | 101,755                                     |      |
|                                                                                                                                                                                                                                                                                                                                                                                        |   |                                        |      |
| Total:                                                                                                                                                                                                                                                                                                                                                                                      |   | $                                           | 6,852,241 |   |

 

11

----

 

During the second and third quarters of fiscal year2004, the Trust issued five promissory notes in the amount of $208,000,$75,000, $200,000, $110,000 and $60,000 to Rare Earth Development Company, anaffiliate of Mr. Wirth, all of which were paid in full in the third quarter offiscal year 2004 utilizing a portion of the cash proceeds from the sale of theBuena Park property.

 

During the second quarter of fiscal year 2004, theTrust issued a promissory note in the amount of $225,000 to Rare EarthFinancial, L.L.C., an affiliate of Mr. Wirth, which was paid in full in thethird quarter of fiscal year 2004 utilizing a portion of the cash proceeds fromthe sale of the Buena Park property.

 

On February 2, 2004, the Trust purchased 433,036 ClassB limited partnership units in the Partnership from affiliates of Wirth for theclosing price of the Trust’s Shares of Beneficial Interest on that day, whichwas $2.25.  The Trust made adown-payment totaling $2,500 and issued five promissory notes, each of which issecured by the applicable purchased Class B limited partnership units, bearsinterest at 7% per annum and will be paid in monthly installments of principaland interest over 84 months.  Four ofthe promissory notes were issued to affiliates of Wirth in the aggregateprincipal amount of $414,331 and remain outstanding.  The fifth promissory note was issued to an affiliate of Wirth inthe principal amount of $557,500 and was fully paid during April 2004.

 

The Trust paidinterest on related party notes to Mr. Wirth and his affiliates in theamounts of $205,101, $28,373 and $222,047 for the twelve months endedJanuary 31, 2004, 2003 and 2002, respectively.  The Trust incurred interest expense on related party notes toMr. Wirth and his affiliates in the amounts of $515,214, $623,522 and$495,995 for the twelve months ended January 31, 2004, 2003 and 2002,respectively.

 

All related party transactions are subject toappropriate review and oversight by the Audit Committee of the Board ofTrustees.

 

Item 14.      PRINCIPALACCOUNTANT FEES AND SERVICES

 

**Audit Fees**

 

The aggregate fees for professional services rendered by McGladrey& Pullen for the audit of the Trust’s annual financial statements for thefiscal year ended January 31, 2004 and January 31, 2003 were $116,645 and$90,275, respectively.  The aggregate feesfor professional services rendered by McGladrey & Pullen for reviewing theinterim financial statements included in the Trust’s quarterly reports onForm 10-Q filed during the fiscal year ended January 31, 2004 were $27,000and the aggregate fees for professional services rendered by KPMG for reviewingthe interim financial statements included in the Trust’s quarterly reports onForm 10-Q filed during the fiscal year ended January 31, 2003 were $34,000.

 

12

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**Audit-Related Fees**

 

The aggregate fees paid to McGladrey & Pullen for audit-relatedservices, such as comfort letters, consents and assistance with and review ofdocuments filed with the Securities and Exchange Commission, were $1,475 and $0for the fiscal years ended January 31, 2004 and January 31, 2003,respectively.  The aggregate fees paidto KPMG for audit-related services, such as review services were $6,000 for thefiscal year ended January 31, 2003.  TheAudit Committee pre-approved all audit-related fees billed for the fiscal yearended January 31, 2004.

 

**Tax Fees**

 

The aggregate fees paid to McGladrey & Pullen for tax compliance,tax advice and tax planning for the fiscal years ended January 31, 2004 andJanuary 31, 2003 were $54,675 and $67,130, respectively.  The aggregate fees paid to KPMG for taxcompliance, tax advice and tax planning for the fiscal year ended January 31,2003 were $0.  The Audit Committeepre-approved all tax fees billed for the fiscal year ended January 31, 2004.

 

**All Other Fees**

 

The aggregate fees for all other services rendered by McGladrey &Pullen during the fiscal years ended January 31, 2004 and January 31, 2003were $0 and $4,770, respectively.  Theaggregate fees for all other services rendered by KPMG during the fiscal yearended January 31, 2003 were $2,250.  Thesefees represent amounts paid for consulting services.  The Audit Committee pre-approved all other fees billed for thefiscal year ended January 31, 2004.

 

The Audit Committee of the Trust has considered whether the provisionof these services, other than the audit of the Trust’s annual financialstatements, is compatible with McGladrey & Pullen and KPMG maintainingtheir respective independence from the Trust.

 

The Audit Committee pre-approves all fees for services performed byMcGladrey & Pullen, including audit and non-audit services.  Unless a type of service McGladrey &Pullen provides has received general pre-approval, it will require specificpre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specificpre-approval by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval,unless the Audit Committee specifically provides for a different period.

 

Since May 6, 2003, the effective date of SEC rules requiring AuditCommittee pre-approval of audit and non-audit services performed by the Trust’sindependent auditors, all of the services provided by McGladrey & Pullenhave been approved in accordance with the policies and procedures describedabove.

 

13

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PART IV

 

Item 15.      EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

(a)(1) and (2)         FinancialStatements and Schedules**

 

Financial Statements/Schedules of InnSuites HospitalityTrust

 

1.     Reports of Independent CertifiedPublic Accountants

2.     Consolidated Balance Sheets atJanuary 31, 2004 and 2003

3.     Consolidated Statements of Operationsfor the years ended January 31, 2004, 2003 and 2002

4.     Consolidated Statements ofShareholders’ (Deficit) Equity for the years ended January 31, 2004, 2003and 2002

5.     Consolidated Statements of Cash Flowsfor the years ended January 31, 2004, 2003 and 2002

6.     Notes to Consolidated FinancialStatements for the years ended January 31, 2004, 2003 and 2002

7.     Schedule III – Real Estate andAccumulated Depreciation

8.     Schedule IV – Mortgage Loans on RealEstate

 
| (a)(3) |   | Exhibit List |
|--------|--------|-------------------|

 
| **Exhibit No.** |   | **Exhibit**                                                                                                                                                                                                                                                                                                                                             |
|----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                    |
| 3.1                  |   | Second  Amended and Restated Declaration of Trust dated June 16, 1999, as  further amended on July 12, 1999 (incorporated by reference to  Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the  quarter ended July 31, 1999, filed with the Securities and Exchange  Commission on September 14, 1999). |
|                 |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.1                 |   | First  Amended and Restated Agreement of Limited Partnership of RRF Limited  Partnership dated January 31, 1998 (incorporated by reference to  Exhibit 10.1 of the Registrant’s Registration Statement on Form S-2,  filed with the Securities and Exchange Commission on September 8, 1998).                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.2*                |   | Employment Agreement  dated as of January 31, 1998, between InnSuites Hospitality Trust and  James F. Wirth (incorporated by reference to Exhibit 10(b) of the  Registrant’s Annual Report on Form 10-K for the fiscal year ended  January 31, 1998, filed with the Securities and Exchange Commission on  May 18, 1998). |
|                 |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.3**               |   | Indemnity  Agreement by and among InnSuites Hospitality Trust, James F. Wirth, Marc E.  Berg, Steven S. Robson, Stephen A. McConnell, Peter A. Thoma, and Anthony B.  Waters.                                                                                                                                                                           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.4                 |   | Promissory  Note dated July 27, 2000 by RRF Limited Partnership in favor of Steve S.  Robson (incorporated by reference to Exhibit 10.13 of the Registrant’s  Quarterly Report on Form 10-Q for the quarter ended July 31, 2000, filed  with the Securities and Exchange Commission on September 14, 2000).                    |

 

14

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| **Exhibit No.**                                                                                                       |   | **Exhibit**                                                                                                                                                                                                                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.5                                                                                                                       |   | Promissory  Note dated July 25, 2002 by InnSuites Hospitality Trust in favor of  Hulsey Hotels Corporation (incorporated by reference to Exhibit 10.7 of  the Registrant’s Quarterly Report on Form 10-Q for the quarter ended  July 31, 2002, filed with the Securities and Exchange Commission on  September 6, 2002). |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.6**                                                                                                                     |   | Promissory  Note dated February 2, 2004 by InnSuites Hospitality Trust in favor of Pamela  Wirth Barnhill.                                                                                                                                                                                                                                   |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.7**                                                                                                                     |   | Promissory  Note dated February 2, 2004 by InnSuites Hospitality Trust in favor of  Brian Wirth.                                                                                                                                                                                                                                        |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.8**                                                                                                                     |   | Promissory  Note dated February 2, 2004 by InnSuites Hospitality Trust in favor of  Christopher Wirth.                                                                                                                                                                                                                                  |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.9**                                                                                                                     |   | Promissory  Note dated February 2, 2004 by InnSuites Hospitality Trust in favor of  Eric Wirth.                                                                                                                                                                                                                                         |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 14**                                                                                                                       |   | Code of  Ethics for Senior Financial Officers.                                                                                                                                                                                                                                                                                                    |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 21**                                                                                                                       |   | Subsidiaries  of the Registrant.                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 23.1**                                                                                                                     |   | Consent of  McGladrey & Pullen, LLP, Independent Certified Public Accountants.                                                                                                                                                                                                                                                                |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 23.2**                                                                                                                     |   | Consent of  KPMG LLP, Independent Certified Public Accountants.                                                                                                                                                                                                                                                                                   |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 31.1+                                                                                                                      |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                                                             |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 31.2+                                                                                                                      |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                                                             |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 32.1+                                                                                                                      |   | Certification  of Chief Executive Officer required by Section 906 of the Sarbanes-Oxley  Act of 2002.                                                                                                                                                                                                                                        |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 32.2+                                                                                                                      |   | Certification  of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley  Act of 2002.                                                                                                                                                                                                                                        |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| 99.1                                                                                                                       |   | Form of  Percentage Lease (incorporated by reference to Exhibit 99.1 of the  Registrant’s Registration Statement on Form S-2, filed with the Securities  and Exchange Commission on September 8, 1998).                                                                                                                            |
|                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                              |
| * Management  contract or compensatory plan or arrangement.                                                                |
| **  Previously filed with Annual Report on Form 10-K filed with the Securities  and Exchange Commission on April 30, 2004. |
| + Filed  herewith.                                                                                                         |
|                                                                                                                       |

 

(b)           Reportson Form 8-K

 

None.

 

15

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SIGNATURES

 

Pursuant to the requirements of Section 13 or15(d) of Securities Exchange Act of 1934, the Trust has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

 
| Dated:  May 28, 2004 | INNSUITES  HOSPITALITY TRUST |
|---------------------------|------------------------------|
|                      |                         |
|                      |                         |
|                      | By:                          | /s/ James F.  Wirth |   |
|                      |                         | James F.  Wirth, Chairman, |
|                      |                         | President  and Chief Executive Officer |
|                      |                         | (Principal  Executive Officer) |
|                      |                         |   |
|                      |                         |   |
| Dated:  May 28, 2004 | By:                          | /s/ Anthony  B. Waters |   |
|                      |                         | Anthony B.  Waters, Chief Financial Officer |
|                      |                         | (Principal  Financial Officer) |

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed below by the followingpersons on behalf of the Trust and in the capacities and on the datesindicated.

 
| Dated:  May 28, 2004 | By:    | /s/ James F.  Wirth                         |   |
|---------------------------|--------|---------------------------------------------|--------|
|                      |   | James F.  Wirth, Chairman                   |
|                      |   | President  and Chief Executive Officer      |
|                      |   | (Principal  Executive Officer)              |
|                      |   |                                        |
|                      |   |                                        |
| Dated:  May 28, 2004 | By:    | /s/ Anthony  B. Waters                      |   |
|                      |   | Anthony B.  Waters, Chief Financial Officer |
|                      |   | (Principal  Financial Officer)              |
|                      |   |                                        |
|                      |   |                                        |
| Dated:  May 28, 2004 | By:    | /s/ Marc E.  Berg                           |   |
|                      |   | Marc E.  Berg, Trustee                      |
|                      |   |                                        |
|                      |   |                                        |
| Dated:  May 28, 2004 | By:    | /s/ Steven  S. Robson                       |   |
|                      |   | Steven S.  Robson, Trustee                  |
|                      |   |                                        |
|                      |   |                                        |
| Dated:  May 28, 2004 | By:    | /s/ Stephen  A. McConnell                   |   |
|                      |   | Stephen A.  McConnell, Trustee              |

 

16

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