<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-K

(MARK ONE)

/X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE
        SECURITIES EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                     OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
        SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                        COMMISSION FILE NUMBER 333-61433

                                   -----------

                                EPIC RESORTS, LLC

             (Exact name of registrant as specified in its charter)

                    DELAWARE                                  23-2888968
        (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                    Identification No.)

          1150 FIRST AVENUE, SUITE 900                         19406
              KING OF PRUSSIA, PA                            (Zip Code)
    (Address of principal executive offices)


       Registrant's telephone number, including area code: (610) 992-0100

        Securities registered pursuant to Section 12(b) of The Act: NONE

        Securities registered pursuant to Section 12(g) of The Act: NONE

                                   -----------

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days: Yes X No

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Annual
Report on Form 10-K or any amendment to this Form 10-K. Yes X No

         As of April 17, 2001, 1,118,000 Membership Interests of the
Registrant were outstanding.

                    Documents incorporated by reference: NONE

<PAGE>

PART I

ITEM 1. BUSINESS

HISTORY AND OWNERSHIP

         Epic Resorts, LLC, a Delaware limited liability company (the
"Company"), was formed in June 1998 to merge with the ownership of the London
Bridge Resort and the Daytona Beach Regency and their vacation ownership
acquisition and development businesses. London Bridge Resort was acquired in
1986 by London Bridge Resort, Inc., a Delaware corporation wholly owned by
Thomas F. Flatley, the Company's President. In April 1996, the Daytona Beach
Regency Resort was acquired by Daytona Beach Regency, Ltd., a limited
partnership of which Mr. Flatley is the general partner.

         In connection with the private placement of $130 million aggregate
principal amount of the Company's Senior Secured Redeemable Notes due 2005
(the "Notes") in July 1998, Epic Resorts, LLC and certain of its subsidiaries
were merged into limited liability companies. Mr. Flatley simultaneously
contributed his membership interests in certain of those subsidiaries to the
Company. In connection with the issuance of the Notes, the Company acquired
four new resorts (Desert Paradise Resort, Scottsdale Links Resort, Palm
Springs Marquis Villas and Island Links Resort) and purchased the limited
partnership interests in Daytona Beach Regency, Ltd. not owned by Mr. Flatley.

EPIC'S VACATION OWNERSHIP BUSINESS

         The Company is a nationwide developer and marketer of vacation
ownership resorts located in major tourist destinations. Vacation points
typically entitle the buyer to a fully furnished vacation residence in any
one of the Company's resorts based on the number of points purchased in Epic
Vacation Club, a nonprofit corporation operated by the Company (the "Club").
The Club holds units of each of the Company's resorts which are transferred
into the Club by each of the Company's operating subsidiaries. The Company
converted its operations to this vacation club system in January 1999. Prior
to this time, a customer would purchase a one-week interest at one particular
resort, and would receive a deed evidencing their purchase. The Company now
sells points ("Vacation Points") in the Club, which entitle the purchaser to
reserve units at any of the Company's resorts and in increments as short as
one day. A customer now has access to all of the Company's resorts, as well
as over 1,700 other resorts worldwide through the Company's participation in
vacation ownership interest exchange networks. The vacation club system
offers the Company's customers greater flexibility in their vacation
planning, a wider variety of vacation options, and easier access to the
Company's network of resorts.

         The Company's six resorts are located in Las Vegas, Nevada;
Scottsdale, Arizona; Palm Springs, California; Daytona Beach, Florida; Lake
Havasu City, Arizona; and Hilton Head, South Carolina.

         The Company marketed and sold its deeded vacation ownership
interests and markets and sells its Vacation points ("Vacation Ownership
Interest") through both on-site and off-site sales centers. In addition, the
Company generates income through the rental of available suites at its
resorts. The Company sells Vacation Ownership Interests to purchasers for
leisure purposes and not for investment purposes.

EPIC VACATION CLUB

         The Club is a Delaware nonprofit, non stock corporation formed by
the Company in 1998. The Club's articles of incorporation provide that it was
formed for the specific purpose of owning and managing the real property
conveyed to it by the Company and its resort subsidiaries. Purchasers of Club
Points ("Purchasers") receive the right to reserve time at any of the resort
units conveyed to the Club as well as the right to vote to elect the Club's
board members and to vote on major Club matters. The number of votes that
each Purchaser has is based on the number of Club Points the Purchaser owns.

<PAGE>

         The Club maintains a reserve, funded from the annual assessments
collected from Purchasers, which is used to maintain and upgrade the
interiors and furnishings of the resort units, and the exteriors and common
areas of the resorts in which the Club owns all of the units. The Club
collects maintenance dues from Purchasers based on the number of Vacation
Points owned. Currently, the annual dues are 4-1/2(cent) per vacation point.
These dues are intended to cover the Club's operating costs, including
condominium association dues at each resort.

         The vacation club system provides Purchasers with significant
flexibility in planning their vacations. Under this system, Purchasers can
select vacations according to their schedules, space needs and available
Vacation Points. The number of Vacation Points that are required to stay one
day at one of the Company's resorts varies depending upon the particular
resort, the size of the unit, the season and the day of the week. For
example, a Friday or Saturday night stay at a one-bedroom unit may require
1,000 Vacation Points per night off-season and 1,500 Club Points per night in
peak season. A midweek stay at the same one-bedroom unit would require less
Vacation Points. Vacation Points are reissued on an anniversary date basis
and any unused Vacation Points may be carried over for one year. A Purchaser
may also borrow Vacation Points from their allotment for the next year.

         The Club has a board of directors that manages its business and
affairs. Each of the directors and principal executive officers of the Club
are also officers of the Company. The Board must obtain the approval of a
majority of the voting power represented to take certain actions, including
(i) any incurrence of a capital expenditure exceeding 5% of the Club's
budgeted gross expenses during any fiscal year and (ii) the sale of any of
the Club's property during any fiscal year, if the aggregate fair market
value is in excess of 5% of the Club's budgeted expenses for that year.

SALES AND MARKETING

         The Company focuses its sales and marketing activities on generating
a predictable flow of both off-site and on-site prospective purchasers of
Vacation Ownership Interests at minimal cost.

         OFF-SITE SALES CENTERS: The Company currently operates off-site sales
         centers in Torrence, California; Schaumburg, Illinios, Minnetonka,
         Minnesota and in Philadelphia, Pennsylvania. The Company plans to open
         its fifth center in Detroit, Michigan in the second quarter of 2001 and
         plans to add its sixth and seventh centers by the end of 2001. The
         Company currently intends to locate these planned sales centers in
         major metropolitan areas, which can be conveniently toured during
         evenings and weekends. These centers, which are leased by the Company,
         are generally more cost effective because they reduce the need for
         on-site tours of the Company's resorts and are more easily accessible
         to the Company's target customers.

         ON-SITE SALES CENTERS: The Company utilizes a variety of marketing
         techniques to generate on-site tours, including mini-vacations
         resulting from telemarketing and targeted mailings, retail center
         kiosks, in-house marketing to renters, marketing to current owners of
         Vacation Ownership Interests and referrals. The Company's completed but
         unsold inventory of resort units also provides additional revenue as
         well as sales and marketing cost advantages through (i) rental income,
         (ii) access to a steady source of high quality, low cost, on-site sales
         tours from rental customers, and (iii) lower mini-vacation marketing
         costs.

         The Company's sales representatives are a critical component of its
sales and marketing effort, and the Company continually strives to attract,
train and retain a dedicated sales force. The Company provides sales
instruction and training, which coupled with the sales representative's
valuable knowledge of each resort, assists in acquainting prospective
customers with the benefits of each resort. The Company's sales staff is
required to provide each customer with a written disclosure statement
regarding the Vacation Points to be sold prior to the time the customer signs
a purchase agreement. This disclosure statement sets forth relevant
information regarding ownership of a Vacation Ownership Interest at the
resort and must be signed by every purchaser. The Company believes that this
information statement contains all material and relevant information a
customer requires to make an informed decision regarding the purchase of a
Vacation Ownership Interest at one of its

<PAGE>

resorts, and contributes to its low rates of rescission. At closing,
customers are also provided with a toll free customer service phone number to
facilitate any additional information requests.

         To support its marketing and sales efforts, the Company has also
developed a computer database to track its vacation ownership marketing and
sales programs. Management believes that as the Company's vacation ownership
operations grow, this database will become an increasingly significant asset
and will enable it to take advantage of less costly marketing and referral
opportunities.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

         The Company currently has no operations or sales outside the United
States. 100% of the Company's revenues were generated from domestic sales of
Vacation Ownership Interests and resort operations during each of the fiscal
years ended December 31, 1998, 1999 and 2000. All of the Company's long-lived
assets are currently located in the United States. However, in the future,
the Company may expand its operations to include the acquisition or
development of resorts outside the United States. See Note J to the Notes to
Consolidated Financial Statements included herein for additional segment and
geographical information regarding the Company.

CUSTOMER FINANCING

         Approximately 90% of the Company's customers finance their purchase
of Vacation Points with the Company. These customers are required to make a
down payment of at least 10% of the Vacation Points sales price. The balance
is typically financed for a period of seven to ten years at a fixed interest
rate.

         As of December 31, 2000, the Company had a vacation ownership
receivables portfolio totaling approximately $17.4 million in principal
amount, with a weighted average contractual yield of approximately 14.9%,
14.2%, and 15.5% for the years ended December 31, 2000, 1999 and 1998,
respectively. The adequacy of the Company's reserve for loan losses is
determined by management and reviewed on a regular basis considering, among
other factors, historical frequency of default, loss experience, present and
expected economic conditions as well as the quality of receivables.

         The Company believes that its financing is attractive to purchasers who
find it convenient to handle all facets of the purchase of Vacation Ownership
Interests through a single source. In addition, the downpayments required by the
Company are similar to those required by banks and mortgage companies which
offer this type of credit, when such credit is available. The table below sets
forth additional information relating to the Company's notes receivable (amounts
in thousands).

<TABLE>
<CAPTION>
                                                                                 1998            1999           2000
                                                                                 ----            ----           ----
                                                                              YEAR ENDED      YEAR ENDED     YEAR ENDED
                                                                              DECEMBER 31     DECEMBER 31    DECEMBER 31
                                                                              -----------     -----------    -----------
<S>                                                                           <C>            <C>           <C>
Notes receivable, gross, secured by Vacation Ownership Interests...........   $12,762,000    $13,502,000    $17,403,000

Allowance for loan losses..................................................      (991,000)    (1,628,000)    (2,128,000)
                                                                              -----------    -----------    -----------

Notes receivable, net......................................................   $11,771,000    $11,874,000    $15,275,000

Charge-offs................................................................   $   875,000    $ 1,455,000    $ 3,181,000
</TABLE>

LOAN UNDERWRITING

         Consistent with industry practice, Vacation Ownership Interest
financing is not subject to extensive loan underwriting criteria. While the
Company requires a minimum downpayment of 10% of the purchase price, the
Company encourages purchasers to make increased downpayments by offering a
lower interest rate. In addition, purchasers who do not elect to participate
in the Company's pre-authorized payment plan are charged interest at a rate
which is two percent greater than the otherwise prevailing rate.

<PAGE>

 COLLECTION POLICIES

         The Company bears the responsibility of overseeing collection
activities under its receivables financing facility. The Company's practice
has been to continue to accrue interest on its loans to purchasers of
Vacation Ownership Interests until such loans are deemed to be uncollectible,
at which point it commences foreclosure proceedings. Upon obtaining title,
the Company returns the Vacation Ownership Interests to inventory for resale.
The Company closely monitors its loan accounts and determines whether to
foreclose on a case-by-case basis. If a purchaser of a Vacation Ownership
Interest defaults on the notes and mortgage during the early part of the loan
amortization period, the Company will not have recovered its marketing,
selling (other than certain sales commissions) and general and administrative
costs relating to such Vacation Ownership Interest. In addition, although in
certain jurisdictions the Company may seek recourse against a defaulting
customer for the sales price of a Vacation Ownership Interest, the Company
has not historically pursued such a remedy.

SALES OF RECEIVABLES

         In September 1998, the Company entered into a $75 million vacation
ownership loan participation facility with a financial institution, which was
extended in 2000 to $90 million. Under this facility, the Company sells its
Vacation Ownership Interest Receivables to a limited purpose, bankruptcy
remote subsidiary of the Company, which are then pledged to the financial
institution as security for the funding used by the subsidiary to acquire the
receivables. This facility provides the Company with non-recourse interim
funding for Vacation Ownership Interests receivable pending their permanent
funding through receivables securitization transactions.

         The Company expects to be able to fund a significant portion of its
future development from funds provided by receivables facilities.

         In December 1999, the Company and Epic Funding completed a sale of
$95 million of receivables to Epic Receivables 1999, a wholly owned
qualifying special purpose entity for the purpose of Epic Receivables
entering into a $95 million securitization. The closing was used to pay down
the receivables facility. Refer to Note C of the notes to the consolidated
financial statements for additional disclosure.

         The Company is currently negotiating a new $75.0 million timeshare
receivables facility. There can be no assurances that the Company's
negotiations will result in the Company obtaining such a facility on
acceptable terms, if at all.

COMPETITION

         The Company competes with other vacation ownership resort providers
as well as hotels, motels, condominium developments and second homes.
Competition is based primarily upon the attractiveness and location of the
resort property and amenities. In addition to the direct competition of
individual resorts, other competitors also include alternative accommodations
such as hotels, motels, bed-and-breakfasts and small vacation ownership
operators located within the immediate geographic vicinity of each of the
Company's resorts.

         The vacation ownership industry historically has been highly
fragmented and dominated by a very large number of local and regional resort
developers and operators, each with limited portfolios. More recently, many
of the world's most widely-recognized lodging, hospitality and entertainment
companies have begun to develop and sell timeshare and vacation ownership
interests under their brand names. Many entities with which the Company
competes have significantly greater access to financial, sales and marketing
and other resources than those of the Company and may be able to grow at a
more rapid rate or more profitably as a result. Management anticipates that
competition will increase in the future as a result of consolidation in the
vacation ownership industry.

<PAGE>

RECEIVABLES SERVICING

         Receivables servicing includes collecting payments from borrowers
and remitting such funds to the owners, lenders or investors in such
receivables, accounting for receivables principal and interest, making
advances when required, contacting delinquent borrowers, foreclosing in the
event that defaults are not remedied and performing other administrative
duties. The Company outsources the servicing of its receivables to a third
party vendor and the Company performs collection services through its own
personnel.

CUSTOMER SERVICE

         The Company emphasizes customer satisfaction and maintains full-time
customer service representatives in its King of Prussia, Pennsylvania
headquarters to respond to customer inquiries. At closing, all purchasers are
provided with a toll-free customer service phone number to facilitate any
additional information requests.

VACATION OWNERSHIP EXCHANGE NETWORKS

         According to the American Resort Developers Association, the primary
reason cited by consumers for purchasing a Vacation Ownership Interest is the
ability to exchange such interest for accommodations at other resorts through
worldwide exchange networks. Membership in an exchange network allows the
owner of a Vacation Ownership Interest at one of the Company's resorts to
exchange their occupancy right for a similar right at another participating
resort, based upon availability and the payment of a variable exchange fee. A
Vacation Ownership Interest can be exchanged by listing the interest as
available with the exchange network affiliated with the owner's home resort
and requesting occupancy at another participating resort, indicating the
preferred resort or geographic area, the size of the unit desired, and the
period during which occupancy is desired. The exchange network assigns a
rating to each listed Vacation Ownership Interest, which is based upon a
number of factors, including the location and size of the unit, the quality
of the resort and the time of year during which the exchanging owner's
Vacation Ownership Interest is available. The network then attempts to
satisfy the exchange request by providing an occupancy right in a
participating resort with a similar rating.

         All of the company's resorts are affiliated with Interval
International ("II"), one of the leading worldwide vacation ownership
exchange companies. Participation in II entitles owners to exchange their
annual Vacation Ownership Interests for occupancy at over 1,700 II resorts
worldwide. All six Epic Resort locations have received Five-Star designations
from II, the highest designation under II's rating system. II awards this
designation to less than 10% of its 1,500 member resorts.

GOVERNMENT REGULATION

         The Company's marketing and sales activities and other resort
operations are subject to extensive regulation by the federal government and
the states in which the Company's resorts are located and in which its
Vacation Ownership Interests are marketed and sold. Federal legislation to
which the Company is or may be subject includes the Federal Trade Commission
Act, the Fair Housing Act, the Truth-in-Lending Act, the Real Estate
Settlement Procedures Act, the Equal Credit Opportunity Act, the Interstate
Land Sales Full Disclosure Act, the Telemarketing and Consumer Fraud and
Abuse Prevention Act, and the Civil Rights Acts of 1964, 1968 and 1991. Many
states have adopted legislation as well as specific laws and regulations
regarding the sale of vacation ownership interests. The laws of most states
require a designated state authority to approve a public report of
condominium, a detailed offering statement describing the Company and all
material aspects of the resort and the sale of Vacation Ownership Interests
at such resort. In addition, the laws of most states in which the Company
sells Vacation Ownership Interests grant the purchaser of such an interest
the right to rescind a contract of purchase at any time within a statutory
rescission period, which generally ranges from three to ten days.
Furthermore, most states have other laws which regulate the Company's
activities, such as real estate licensure laws, travel sales licensure laws,
anti-fraud laws, telemarketing laws, prize, gift and sweepstakes laws, labor
laws and various regulations governing access and use of the Company's
resorts by disabled persons. The Company believes that it is in material
compliance with all applicable federal, state, local and foreign laws and
regulations to which it is currently subject.

<PAGE>

EMPLOYEES

         As of December 31, 2000, the Company employed approximately 1,900
full time employees. None of the Company's employees are represented by a
collective bargaining unit. The Company believes that its relations with its
employees are good.

ITEM 2. PROPERTIES

         The Company owns and operates six resorts. Set forth below is a
description of each resort property.

LONDON BRIDGE RESORT. The London Bridge Resort is situated on twelve acres in
Lake Havasu City, Arizona. The resort, formerly a 180 room hotel, currently
consists of 122 studio, one- and two-bedroom suites.

DAYTONA BEACH REGENCY. The Daytona Beach Regency is located in Daytona Beach,
Florida and currently consists of 81 one- and two-bedroom suites. Formerly a
198 room hotel, the Company has renovated 81 of the resort's 90 vacation
ownership suites.

SCOTTSDALE LINKS RESORT. The Scottsdale Links Resort is located on the TPC
golf courses in Scottsdale, Arizona, and Scottsdale Links Resort offers 228
one-, two- and three-bedroom suites.

DESERT PARADISE RESORT. The Desert Paradise Resort is located one and
one-half miles west of the Las Vegas Strip in Las Vegas, Nevada. The resort
consists of 152 one- and two-bedroom suites.

PALM SPRINGS MARQUIS VILLAS. Located on seven acres in downtown Palm Springs,
California, the Palm Springs Marquis Villas consists of 101 one- and
two-bedroom suites.

ISLAND LINKS RESORT. Located on Hilton Head Island off the coast of South
Carolina, the Island Links Resort currently consists of 58 one-and
two-bedroom suites. The Company expects to complete development of a total of
102 additional one- and two-bedroom suites at the resort. Such construction
commenced in the third quarter of 1998 and will be completed in phases of
eight to nine suites each.

         The Company also leases four off-site sales centers located in
Philadelphia, Pennsylvania, Torrence, California, Schaumberg, Illinois, and
Minnetonka, Minnesota.

ITEM 3. LEGAL PROCEEDINGS

         The Company is not presently involved in any material legal
proceedings. However, from time to time during the ordinary course of
business, the Company is threatened with, or may become a party to legal
actions and other proceedings incidental to its business. The Company
believes that its potential exposure to such legal actions is adequately
covered by its general liability insurance.

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

         No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of the Company's security holders.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company is a limited liability company and has no equity
securities that trade.

ITEM 6. SELECTED FINANCIAL DATA

<PAGE>

                             SELECTED FINANCIAL DATA

         The following table sets forth selected financial data of the
Company. The selected consolidated financial data as of and for the five
years ended December 31, 2000 have been derived from audited financial
statements. The following selected financial data should be read in
conjunction with "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and the consolidated financial statements
of the Company and related notes thereto appearing elsewhere herein.

<TABLE>
<CAPTION>

                                                                    1996       1997        1998        1999       2000
                                                                    ----       ----        ----        ----       ----
                                                                             AS OF THE YEAR ENDED DECEMBER 31
                                                                             --------------------------------
                                                                 (dollars in thousands, except average sales price data)
<S>                                                                 <C>        <C>          <C>         <C>         <C>
INCOME STATEMENT DATA:
Revenues:
Sales of vacation ownership interests...........................    $10,584    $29,967      $36,344     $84,163     $120,011
Resort operations...............................................      6,074      6,652        7,772      19,080       17,132
Gains on sales of receivables and other financing income........          -          -       10,232      10,431       25,899
Interest income and other.......................................      1,208      3,672        5,926       3,792        2,916
                                                                 ------------------------------------------------------------
Total revenues..................................................     17,866     40,291       60,274     117,466      165,958
Cost of sales vacation ownership interests......................      3,544      7,337        8,075      15,727       20,015
Resort operations expense.......................................      4,806      4,599        7,067      23,681       23,370
Selling and marketing expenses..................................      4,307     11,574       15,146      38,565       58,348
General and administrative expenses.............................      2,014      3,188        6,591      15,670       27,933
Depreciation....................................................        799        772          652       1,130        1,797
Provision for losses............................................        492      1,391        1,116       2,092        3,681
Financing and closing costs.....................................        323        868        1,055         852        1,807
Interest expense................................................      2,143      3,748       12,107      19,037       19,141
                                                                 ------------------------------------------------------------
Income (loss) before minority interest and extraordinary item...       (562)     6,814        8,465         712        9,866
Minority interest...............................................       (473)     1,676        1,190           -            -
                                                                 ------------------------------------------------------------
Income (loss) before extraordinary item.........................        (89)     5,138        7,275         712        9,866
Extraordinary loss on settlement of debt........................         -           -       (5,364)          -            -
                                                                 ------------------------------------------------------------
Net income (loss)...............................................       $(89)    $5,138       $1,911        $712       $9,866
                                                                 ============================================================

OTHER DATA AND CREDIT STATISTICS:
Number of resorts at period end.................................          2          2            6           6            6
BALANCE SHEET DATA:
Mortgage Notes and Mortgages receivable, net....................    $20,996    $37,148      $11,771      11,874       15,275
Inventory, net..................................................     12,741      7,963       73,042      65,804       53,269
Total assets....................................................     43,034     56,288      146,773     148,169      171,743
Senior secured notes payable....................................          -          -      127,432     127,825      128,219
Notes payable...................................................     34,009     42,891          621         351       10,046
Warrants........................................................          -          -        2,757       2,757        2,757
Member's equity.................................................      8,163     10,578       11,986      12,418       22,004
</TABLE>

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

OVERVIEW

         The following represents a discussion of Epic Resorts, LLC. The
information presents all of the operations of the Company's resorts as of
their respective dates of acquisition, including:

<TABLE>
<CAPTION>

RESORT PROPERTY                                                                             DATE ACQUIRED
---------------                                                                             -------------
<S>                                                                                         <C>
London Bridge Resort...................................................................          1986
Daytona Beach Regency..................................................................       1996/1998*
Scottsdale Links Resort................................................................     June 30, 1998
Desert Paradise Resort.................................................................     June 30, 1998
Palm Springs Marquis Villas............................................................     June 30, 1998
Island Links Resort....................................................................      July 8, 1998
</TABLE>

----------
*        On July 8, 1998 the Company acquired the remaining minority partners'
         interests in Daytona Beach Regency and now owns 100% of this resort.

         The Company generates revenues from the sale and financing of
Vacation Points at its resorts, as well as from resort operations which
include commercial rentals, food and beverage sales, green fees, rentals of
suites available at the Company's resorts and from fees associated with
managing the vacation ownership resorts.

         The Company recognizes revenue from Vacation Points sales when a
minimum of 10% of the sales price has been received in cash, the refund or
rescission period has expired, collectibility of the receivable representing
the remainder of the sales price is reasonably assured and the Company has
completed substantially all of its obligations with respect to any
development relating to the Vacation Points sold.

         The Company has been dedicating greater resources to the acquisition
and development of vacation ownership projects. Costs associated with the
acquisition and development of vacation ownership resorts, including carrying
costs, are capitalized as inventory and allocated to cost of sales as the
respective revenue is recognized.

         EPIC Vacation Club is a not-for-profit corporation and operates
primarily to collect the assessments from its members and remit to the
developer of the property, the Association's pro-rate share of direct and
allocated expenditures including real estate taxes, property insurance,
grounds maintenance, utility costs and housekeeping services. Typically, the
Association reimburses the developer or property manager for the
Association's pro-rata share of such expenditures.

RESULTS OF OPERATIONS

         The following analysis summarizes the significant changes in the
results of operations and financial condition of the Company and should be
read in conjunction with the Company's consolidated financial statements and
related notes.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999

REVENUES. For the year ended December 31, 2000, the Company recognized total
revenues of $166.0million compared to $117.5 million for the year ended
December 31, 1999, an increase of $48.5 million, or 41.3%. This increase was
primarily the result of a $15.5 million increase in gains recognized in 2000
from the sales of notes and mortgages receivable, a $35.8 million increase in
sales of Vacation Points to $120.0 million during 2000 from $84.2 million
during 1999, an increase of 42.5%, a decrease of $2.0 million from resort
operations due to less rentalable rooms at the resorts and a $.9 million
decrease in other income.

<PAGE>

         Sales of Vacation Ownership Interests increased primarily as a
result of increased sales growth at the resorts on-site locations in 2000 as
well as the one additional sales center opened in 2000 and the result of a
full year of sales at the Company's off-site sales centers opened in the
fourth quarter of 1999.

         Resort operations revenue decreased 10.5%, to $17.1 million in 2000
from $19.1 million in 1999, primarily as a result of a decrease in
availability of suites for rent in 2000 as the Company continues to convert
suites at these resorts to Vacation Ownership Interests.

         Gains on sales of receivables and other financing income increased
$15.5 million to $25.9 million in 2000 from $10.4 million in 1999. The primary
result of this 149.0% increase is due to increased sales generating
additional contracts to be sold to the receivables facility.

         Interest income decreased $0.2 million to $.9 million in 2000 from
$1.1 million in 1999, a decrease of 18.2%, primarily as a result of the sale
of receivables into our warehouse facility.

COST OF SALES. Cost of sales as a percentage of sales of Vacation Points
decreased to 16.7% in 2000 from 18.7% in 1999, reflecting higher average
selling prices for Vacation Points.

RESORT OPERATIONS EXPENSE. Resort operations expense decreased approximately
$0.3 million to $23.4 million in 2000 from $23.7 million in 1999. As a
percentage of resort operations revenue, resort operations expense increased
to 136.8% in 2000 from 124.1% in 1999 primarily as a result of increased
operational expenses.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses (including
commissions) as a percentage of sales of Vacation Ownership Interests
increased to 48.6% in 2000 from 45.8% in 1999. The primary reason for the
increase in Marketing and Selling expenses is attributed to the Company's
continuing expansion. New sales sites in Minnetonka, Minnesota and Atlanta,
Georgia required start-up funds as well as the Company's development of
telemarketing rooms which will continue to service the Company's growth.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 77.7 % to $27.9 million in 2000 from $15.7 million in 1999
reflecting the Company's growth and the newly opened sales centers in 2000.
As a percentage of total revenues, general and administrative expenses
increased to 16.8 % in 2000 from 13.4% in 1999, which was attributable to the
increased staffing and start-up costs incurred prior to the commencement of
sales operations. As part of the Company's growth plan, the Company increased
general and administrative expenses at its headquarters by $1.1 million to
have in place the infrastructure required to support the increased growth in
sales. The Company continues to evaluate its administrative support and
expects to continue to increase its investment in resources to support its
anticipated growth.

INTEREST EXPENSE. Interest expense increased to $19.1 million in 2000 from
$19.0 million in 1999, an increase of $0.1 million, which reflects the
increased indebtedness from the Note Payable.

PROVISION FOR LOAN LOSSES. Provision for loan losses as a percentage of sales
of Vacation Ownership Interest increased to 3.1% in 2000 from 2.5% in 1999.
This increase was attributable to the Company's continuing review of its
Receivables Portfolio and its consistent policy in adjusting for allowances.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998

REVENUES. For the year ended December 31, 1999, the Company recognized total
revenues of $117.5 million compared to $60.3 million for the year ended
December 31, 1998, an increase of $57.2 million, or 94.9%. This increase was
primarily the result of $1.6 million of gains recognized in 1999 from the
sales of notes and mortgages receivable and other financing income and a
$47.9 million increase in sales of Vacation Points and Ownership Interests to
$84.2 million during 1999 from $36.3 million during 1998, an increase of
132.0% and increased revenues of $19.0 million from resort operations.

         Sales of Vacation Points and Ownership Interests increased primarily as
a result of (i) increased sales growth due to expansion, the company added three
resorts and two additional sales centers in 1999 and (ii) an

<PAGE>

increase in Sales Price.

         Resort operations revenue increased 144.9%, to $19.1 million in 1999
from $7.8 million in 1998, primarily as a result of additional resort
revenues of $3.40 million during 1999 from the newly acquired resorts and the
sale of vacation packages of $7.9 million by Epic Marketing, a venture
started in the fourth quarter of 1998.

         Gains on sales of receivables and other financing income increased
2% to $10.4 million in 1999 as compared to $10.2 million in 1998. This
increase can be attributed to additional sales into Epic's Receivables
Facility as discussed in Note C to the Company's consolidated financial
statements.

         Interest income decreased $4.4 million to $1.1 million in 1999 from
$5.5 million in 1998. The decrease of 80.0%, is attributed primarily to the
sale of receivables to the receivables facility reducing the portfolio of
loans held on the companies books.

         Other income increased $2.3 million to $2.7 million in 1999 from $.4
million in 1998 primarily attributable to the $2.1 million of Ambassador Club
activity. Ambassador Club sales provide a limited package of visits for a
moderate price to customers who cannot commit to a full purchase obligation.

COST OF SALES. Cost of sales as a percentage of sales of Vacation Points and
Ownership Interests decreased to 18.7% in 1999 from 22.3% in 1998, reflecting
higher average selling prices for Vacation Points and ownership interests as
well as a lower product cost for the Scottsdale Links, Palm Spring Marquis
and Desert Paradise properties.

RESORT OPERATIONS EXPENSE. Resort operations expense increased approximately
$16.6 million to $23.7 million in 1999 from $7.1 million in 1998. As a
percentage of resort operations revenue, resort operations expense increased
to 124.1% in 1999 from 91.0% in 1998 primarily as a result of increased
operational expenses at the Scottsdale Links, Desert Paradise and Palm
Springs Marquis properties.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses (including
commissions) as a percentage of sales of Vacation Points and Ownership
Interests increased to 45.8% in 1999 from 41.6% in 1998. In 1999, the Company
incurred $327,000 in start-up selling and marketing expenses as it prepared
for the (i) commencement of selling efforts at the three new western
locations in the first quarter of 1999 and $515,000 due to (ii) opening of
its offsite sales center in Schaumburg and Torrence in the middle of the
fourth quarter of 1999.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 137.9% to $15.7 million in 1999 from $6.6 million in 1998
reflecting the Company's continued growth. As a percentage of total revenues,
general and administrative expenses increased to 13.4% in 1999 from 10.9% in
1998 which was attributable to the increased staffing incurred at each of the
start-up locations in 1999. As part of the Company's growth plan, the Company
increased general and administrative expenses at its headquarters by $1.0
million to have in place the infrastructure required to support the Company's
business plan to continue to add offsite sales centers and new resorts. The
Company continues to evaluate its administrative support and expects to
continue to increase its investment in resources to support its anticipated
growth.

INTEREST EXPENSE. Interest expense increased to $19.0 million in 1999 from
$12.1 million in 1998, an increase of $6.9 million, which reflects a full
year of debt service relating to the Notes issued in July 1998.

PROVISION FOR LOAN LOSSES. Provision for loan losses as a percentage of sales
of Vacation Points and Ownership Interests decreased to 2.5% in 1999 from
3.0% in 1998.

CHANGES IN FINANCIAL CONDITION

YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

         Cash and cash equivalents increased by $15.8 million for the year ended
December 31, 1998 and

<PAGE>

decreased $1.6 million and $13.7 million for the years ended December 31,
2000 and 1999 respectively.

         Net cash used in operating activities was $74.0 million, $ 47.6
million and $74.2 million in 2000, 1999 and 1998 respectively. The change in
net cash used in operating activities from 1999 to 2000 is primarily
attributed to the increased issuance of notes receivable to finance Vacation
Points Purchases offset by the reduction of completed inventory as sales
increased as well as the increase in net income from operations. The change
in net cash used in operating activities from 1998 to 1999 is primarily
attributable to the sale of notes receivable and the offset of completed
inventory.

         Net cash used in investing activities was $33.3 million, $19.1
million and $17.8 million in 2000, 1999 and 1998 respectively. The increase
from 1998 to 1999 is primarily attributable to the purchase of equipment at
each of the resorts, the tenant improvements incurred to open new sales
offices and sales of notes and mortgages receivable to the receivable
facility. The increase from 1999 to 2000 is primarily attributable to the
sale of notes to the receivables Facility.

         Net cash provided by financing activities was $105.6 million, $53.0
million and $107.9 million in 2000, 1999 and 1998 respectively. The net
increase in cash provided by financing activities from 1999 to 2000 and from
1998 to 1999 is primarily attributable to the increased sales of notes
receivable. In 2000, the Company generated $97.4 million from sales of
receivables; an increase of $37.5 million from the prior year.

LIQUIDITY AND CAPITAL RESOURCES

         The Company generates cash from operations through the sale and
financing of Vacation Points, resort operations, transient rental of resort
accommodations and management fees. With respect to the sale of Vacation
Points, the Company generates cash from operations, from customer
downpayments and the sale of notes receivable through the warehouse facility
in amounts typically equal to 88% of the related customer notes and mortgages
receivable. The Company generates additional cash flow from its Vacation
Interests receivable portfolio through receipt of the spread between the
yield on such portfolio and the cost of the Receivables Facility upon
completion of securitizations of such receivables.

         The Company requires funds to finance the acquisition and
development of resorts and related inventory, and to finance customer
purchases of Vacation Points. Historically, these funds have been provided by
indebtedness secured by a portion of the Company's inventory of unsold
Vacation Points, customer notes and mortgages receivable and other assets.

         In September 1998, the Company entered into a non-recourse $75
million vacation ownership loan participation facility with a financial
institution (the "Receivables Facility"). In 2000, this facility was extended
to $90 million. Under this facility, the Company sells its Vacation Points
receivables to a limited purpose, bankruptcy remote subsidiary of the
Company, which are then pledged to the financial institution as security for
the funding used by the subsidiary to acquire the receivables. The
Receivables Facility provides for advance rates of 88% of the lesser of (i)
unpaid principal balance of the receivables sold to the subsidiary or (ii)
the market value of such receivables as determined by the financial
institution. Borrowings under the Receivables Facility bear interest at one
month LIBOR plus 1.50%, reset daily. The Receivables Facility provides the
Company with non-recourse interim funding for the Vacation Points and
Ownership Interests receivables pending their permanent funding through
receivables securitization transactions. The Company expects to be able to
fund a significant portion of its future development from funds provided by
the Receivables Facility.

         The Company is in the process of negotiating with a financial
institution a new non-recourse $75 million vacation ownership loan
participation facility. Under this facility, the Company would sell its
vacation points receivables to a limited purpose, bankruptcy remote
subsidiary of the Company, which would then be pledged to the financial
institution as security for the funding used by the subsidiary to acquire the
receivables. Management believes the advance rates and interest rate would be
comparable to the current receivable facility.

          The Company is required to make offers to the noteholders to
purchase up to $65.0 million of the Notes between June 15, 2000 and June 15,
2002. In that regard The Company is in the process of formulating a plan

<PAGE>

to address this mandatory offer.

         The Company intends to pursue a growth-oriented strategy;
accordingly, the Company may, from time to time acquire, among other things,
additional vacation ownership resorts and additional land upon which vacation
ownership resorts may be developed, and companies operating quality resorts
or having vacation ownership assets, management, sales or marketing expertise
commensurate with the Company's operations in the vacation ownership industry.

         The Company believes that the net proceeds from the sale of the
mortgages and notes receivable, together with cash generated from operations
and future borrowings, will be sufficient to meet the Company's working
capital and capital expenditure needs through the end of the fiscal year. The
Company may, in the future, require additional credit facilities or issuances
of other corporate debt or equity securities in connection with acquisitions
or otherwise. Any debt incurred or issued by the Company may be secured or
unsecured, at fixed or variable rates of interest and may be subject to such
terms as management deems prudent. The Company's credit facilities and the
indenture for the Notes include customary conditions to funding, eligibility
requirements for collateral, certain financial and other affirmative and
negative covenants, including, among others, limits on the incurrence of
indebtedness, covenants concerning net worth and fixed charge coverage
requirements and debt to equity ratios and events of default.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 will require the Company to
record all derivatives on the balance sheet at fair value. Changes in
derivative fair values will either be recognized in earnings as offsets to
the changes in fair value of related hedged assets, liabilities and firm
commitments or for forecasted transactions, deferred and recorded as a
component of accumulated other comprehensive income (loss) in member's equity
until the hedged transactions could occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value will be
immediately recognized in earnings. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of SFAS No. 133." SFAS No. 133 is now effective for
fiscal years beginning after June 15, 2000. The Company expects to adopt SFAS
No. 133 on January 1, 2001 and does not believe the effect of adopting SFAS
No. 133 will have any material effect on its consolidated financial position
or results of operations.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", which
replaces SFAS No. 125. The new Statement revises some of the standards for
accounting for collateral and securitizations and other transfers of
financial assets. It is based on the financial components approach used in
SFAS No. 125 and carries over most of that Statement's accounting provision
without change. SFAS No. 140 also requires expanded disclosures about
securitiized and pledged financial assets. The accounting provisions of SFAS
No. 140 apply to transfers of financial assets occurring after March 31, 2000
and the expanded disclosure requirements are effective for fiscal year's
ending after December 15, 2000. The Company does not believe the effect of
adopting SFAS No. 140 will have any material effect on its consolidated
financial position or results of operation.

FORWARD LOOKING STATEMENTS

         From time to time, information the Company provides, statements by
the Company's employees or information included in its filings with the
Securities and Exchange Commission (including those portions of the
Management's Discussion and Analysis that refer to the future) may contain
forward-looking statements that are not historical facts. Those statements
are "forward-looking" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements, and the Company's future
performance, operating results, financial position and liquidity, are subject
to a variety of factors that could materially affect results, including:

         -        THE VACATION OWNERSHIP INDUSTRY IS HIGHLY SENSITIVE TO CHANGES
                  IN NATIONAL AND REGIONAL ECONOMIC CONDITIONS

<PAGE>

         Changes in economic conditions such as reductions in levels of
employment, discretionary disposable income, consumer confidence, available
financing as well as any increase in interest rates will affect the Company's
sales of Vacation Ownership Interests. A downturn in the economy in general
or in the market for vacation ownership property could have a material
adverse effect on the Company's business, operating results and financial
condition.

         -        CUSTOMERS MAY NOT BE ABLE TO REPAY LOANS MADE BY THE COMPANY
                  FOR THE PURCHASE OF VACATION OWNERSHIP INTERESTS

         General economic conditions have an impact on the ability of
borrowers to repay loans. Loss of earnings, illness and other similar factors
affecting borrowers may lead to an increase in delinquencies. If the vacation
ownership market should experience an overall decline in values such that the
outstanding balances of the Company's notes receivable are greater than the
value of the respective Vacation Ownership Interests, the actual rates of
delinquencies, foreclosures and losses could be materially higher than those
now experienced. An increase in delinquency rates or defaults on the
Company's receivables could have a material adverse effect on the Company's
business, operating results and financial condition as well as the Company's
ability to obtain financing under the Receivables Facility or any other
pledged receivables facility. In addition, if a purchaser of a Vacation
Ownership Interest defaults early in the repayment schedule, the costs
associated with marketing and sales commissions may not be recouped, and
similar costs and commissions will be incurred in connection with the resale
of such Vacation Ownership Interest after the Company regains possession of
that Vacation Ownership Interest. The Company may also incur substantial
costs and delays in connection with the servicing of its receivables,
including costs in foreclosing or realizing on its collateral and additional
marketing and sales costs with respect to reacquired property.

         -        THE COMPANY HAS SUBSTANTIAL LEVERAGE AND MAY NOT BE ABLE TO
                  SERVICE ITS DEBT

         The Company has significant debt service obligations. The Company
anticipates that it will continue to require external sources of liquidity to
support its operations in the future. The Company's ability to pay cash
dividends and to repay subordinated debt is also limited by certain
restrictions.

         The Company's ability to service or to refinance its indebtedness or
to obtain additional financing (including its ability to consummate future
notes receivable securitizations) depends on its future performance, which is
subject to a number of factors, including the Company's results of
operations, leverage, financial condition and business prospects, the
performance of its receivables, prevailing interest rates, general economic
conditions and perceptions about the vacation ownership industry. The
Receivables Facility includes, among other things, various representations
and warranties, conditions to funding, eligibility requirements for
collateral, affirmative, negative and financial covenants and events of
default. Specifically, the Company must maintain a Tangible Net Worth (as
defined in the Receivables Facility) of at least $13.0 million and must meet
all financial covenants contained in the indenture under which the Notes were
issued.

         The Company is required to make offers to the noteholders to
purchase up to $65 million of the notes between June 15, 2000 and June 15,
2002. In that regard, the Company is in the process of formulating a plan to
address this mandatory offer.

         The Company's level of debt and debt service requirements will have
several important effects on its future operations, including the following:

         -        the Company will have significant cash requirements to service
                  debt, reducing funds available for operations and future
                  business opportunities as well as increasing the Company's
                  vulnerability to adverse economic and industry conditions;

         -        the Company's leveraged position will increase its
                  vulnerability to competitive pressures;

         -        the financial covenants and other restrictions contained in
                  the indenture governing the Notes and

<PAGE>

                  other agreements relating to the Company's indebtedness will
                  require the Company to meet certain financial tests and will
                  restrict its ability to, among other things, borrow additional
                  funds, dispose of assets or pay cash dividends on, or
                  repurchase, preferred or common stock; and

         -        funds available for working capital, capital expenditures,
                  acquisitions and general corporate purposes may be limited.

         -        THE TIMING, QUALITY AND COMPLETION OF CONSTRUCTION AND
                  DEVELOPMENT ACTIVITIES AT THE COMPANY'S RESORTS ARE CONTROLLED
                  BY THIRD PARTY CONTRACTORS AND THE AVAILABILITY OF
                  GOVERNMENTAL PERMITS AND AUTHORIZATIONS

         Development activities are also subject to risks relating to the
inability to obtain, or delays in obtaining, all necessary zoning, land-use,
building, occupancy, sales and other required governmental permits and
authorizations, the ability of the Company to coordinate construction
activities with the process of obtaining such permits and authorizations, and
the ability of the Company to obtain the financing necessary to complete the
necessary acquisition, construction, and/or conversion work at its projects
and resorts. The failure to obtain or maintain such zoning permits would have
a material adverse effect on the Company's business, results of operations
and financial condition. In addition, certain state and local laws may impose
liability on property developers with respect to construction defects
discovered or repairs made by future owners of such property.

         -        NATURAL DISASTERS COULD HAVE A MATERIAL ADVERSE EFFECT ON THE
                  COMPANY

         The Company's resorts are located in areas that are susceptible to
wind storms, hurricanes, floods, mud slides, earthquakes, and other natural
disasters. The Company's resorts could suffer significant damage as a result
of storms or natural disasters. Any such damage could impair the Company's
ability to sell Vacation Ownership Interests at its resorts, and to collect
on outstanding notes receivable arising from such sales and significantly
adversely affect the Company's business, operating results and financial
condition.

         -        APPLICABILITY OF FEDERAL SECURITIES LAWS TO THE SALE OF
                  VACATION OWNERSHIP INTERESTS

         It is possible that the Vacation Ownership Interests may be deemed
to be a security as defined in Section 2(1) of the Securities Act of 1933. If
the Vacation Ownership Interests were determined to be a security for such
purpose, their sale would require registration under the Securities Act. The
Company has not registered the sale of the Vacation Ownership Interests under
the Securities Act and does not intend to do so in the future. If the sale of
the Vacation Ownership Interests were found to have violated the registration
provisions of the Securities Act, purchasers of the Vacation Ownership
Interests would have the right to rescind their purchases of Vacation
Ownership Interests. If a substantial number of purchasers sought rescission
and were successful, the Company's business, results of operations and
financial condition could be materially adversely affected. Because of the
nature of the Company's Vacation Ownership Interest program and the sales
practices utilized in such program, the Company does not believe that its
Vacation Ownership Interests constitute a security within the meaning of
Section 2(1) of the Securities Act.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is not exposed to interest rate risk in the near term,
as substantially all of the Company's indebtedness is at fixed rates
(principally the $130 million of senior secured notes which bear interest at
a fixed rate of 13.0%). The Company does not maintain a trading account for
any class of financial instrument, has never purchased any derivative
instruments, and is not directly subject to any foreign currency exchange or
commodity price risk.

         The Company sold $113.3 million and $68.1 million of its fixed rate
vacation ownership receivables during 2000 and 1999 respectively. The investment
in residual interests that is recognized by the Company is based upon a floating
interest rate as well as other factors including, but not limited to the coupon
rate, remaining contractual life of the receivables sold and assumptions made by
the Company regarding discount

<PAGE>

rates. At December 31, 2000 and 1999, the Company assumed discount rates of
12.5% and 11.5% respectively. The Company believes its assumptions are
appropriate however the fair market value of the residual interests would be
impacted by a hypothetical change in interest rates of 1% by $2.6 million in
2000 and $2.1 million in 1999. The Company recalculates the fair value of the
investment in residual interests quarterly and adjusts the investment
accordingly.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<PAGE>

                         FINANCIAL STATEMENTS AND REPORT OF
                      INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                                 EPIC RESORTS, LLC

                           DECEMBER 31, 2000 AND 1999

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Member
Epic Resorts, LLC

         We have audited the accompanying consolidated balance sheets of Epic
Resorts, LLC (a Delaware limited liability company) as of December 31, 2000
and 1999, and the related consolidated statements of income, changes in
member's equity and cash flows for each of the two years in the period ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as,
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Epic
Resorts, LLC as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.


/s/ Grant Thornton LLP

Philadelphia, Pennsylvania
March 26, 2001

<PAGE>

                                 C O N T E N T S

<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                       ----
<S>                                                                                    <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                       3

FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS                                                     5

         CONSOLIDATED STATEMENTS OF INCOME                                               6

         CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY                           7

         CONSOLIDATED STATEMENTS OF CASH FLOWS                                           8

         NOTES TO FINANCIAL STATEMENTS                                                   9
</TABLE>

<PAGE>

                                              Epic Resorts, LLC

                                         CONSOLIDATED BALANCE SHEETS

                                      December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

     ASSETS                                                                                   2000                  1999
                                                                                          ------------          ------------
<S>                                                                                       <C>                   <C>
CASH AND CASH EQUIVALENTS                                                                 $    738,000          $  2,359,000

CASH IN ESCROW                                                                              12,415,000            12,004,000

INVESTMENT IN RESIDUAL INTERESTS                                                            58,417,000            29,465,000

NOTES AND MORTGAGES RECEIVABLE, net of allowance of $2,128,000
  and $1,628,000 as of December 31, 2000 and 1999, respectively                             15,275,000            11,874,000

INVENTORY                                                                                   53,269,000            65,804,000

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $7,163,000
  and $5,422,000 as of December 31, 2000 and 1999, respectively                             18,181,000            15,665,000

DEFERRED FINANCING COSTS, net of accumulated amortization of
  $3,598,000 and $2,374,000 as of December 31, 2000 and 1999, respectively                   5,593,000             6,339,000

OTHER ASSETS                                                                                 7,855,000             4,659,000
                                                                                          ------------          ------------

     Total assets                                                                         $171,743,000          $148,169,000
                                                                                          ============          ============
     LIABILITIES AND MEMBER'S EQUITY

ACCOUNTS PAYABLE                                                                          $  5,108,000          $  2,794,000

ACCRUED EXPENSES                                                                             2,660,000               987,000

ACCRUED INTEREST PAYABLE                                                                       736,000               736,000

ADVANCE DEPOSITS                                                                                39,000                43,000

DEFERRED REVENUE                                                                               174,000               258,000

NOTES PAYABLE                                                                               10,046,000               351,000

SENIOR SECURED NOTES PAYABLE                                                               128,219,000           127,825,000
                                                                                          ------------          ------------

     Total liabilities                                                                     146,982,000           132,994,000

WARRANTS                                                                                     2,757,000             2,757,000

MEMBER'S EQUITY                                                                             22,004,000            12,418,000
                                                                                          ------------          ------------

     Total liabilities and member's equity                                                $171,743,000          $148,169,000
                                                                                          ============          ============
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

                                                  Epic Resorts, LLC

                                          CONSOLIDATED STATEMENTS OF INCOME

                                    Year ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                                                            2000                   1999                 1998
                                                                        ------------            -----------         ------------
<S>                                                                     <C>                     <C>                 <C>
REVENUE
  Sales of vacation points and ownership interests                        $120,011,000           $ 84,163,000         $ 36,344,000
  Resort operations                                                         17,132,000             19,080,000            7,772,000
  Gains on sales of receivables and other financing income                  25,899,000             10,431,000           10,232,000
  Interest income                                                              910,000              1,055,000            5,499,000
  Other income                                                               2,006,000              2,737,000              427,000
                                                                          ------------           ------------         ------------
                                                                           165,958,000            117,466,000           60,274,000

COSTS AND EXPENSES
  Cost of sales of vacation points and ownership interests                  20,015,000             15,727,000            8,075,000
  Resort operations                                                         23,370,000             23,681,000            7,067,000
  Selling and marketing costs                                               58,348,000             38,565,000           15,146,000
  General and administrative expenses                                       27,933,000             15,670,000            6,591,000
  Provision for doubtful accounts, net of recoveries                         3,681,000              2,092,000            1,116,000
  Depreciation                                                               1,797,000              1,130,000              652,000
  Financing and closing costs                                                1,807,000                852,000            1,055,000
  Interest expense                                                          19,141,000             19,037,000           12,107,000
                                                                          ------------           ------------         ------------
                                                                           156,092,000            116,754,000           51,809,000

Income before minority interest and extraordinary item                       9,866,000                712,000            8,465,000
Minority interest                                                                    -                      -            1,190,000
                                                                          ------------           ------------         ------------

     Income before extraordinary item                                        9,866,000                712,000            7,275,000
Extraordinary loss on extinguishment of debt                                         -                      -            5,364,000
                                                                          ------------           ------------         ------------

     NET INCOME                                                           $  9,866,000           $    712,000         $  1,911,000
                                                                          ============           ============         ============
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

                                       Epic Resorts, LLC

                       CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY

                          Years ended December 31, 2000, 1999 and 1998

<TABLE>

<S>                                                     <C>
BALANCE, JANUARY 1, 1998                                $ 10,578,000

  Contributions                                              263,000
  Distributions                                             (766,000)
  Net income                                               1,911,000
                                                        ------------
BALANCE, DECEMBER 31, 1998                                11,986,000

  Distributions                                             (280,000)
  Net income                                                 712,000
                                                        ------------
BALANCE, DECEMBER 31, 1999                                12,418,000

  Distributions                                             (280,000)
  Net income                                               9,866,000
                                                        ------------

BALANCE, DECEMBER 31, 2000                              $ 22,004,000
                                                        ============
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

                                          Epic Resorts, LLC

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Year ended December 31, 2,000, 1999 and 1998

<TABLE>
<CAPTION>

                                                                     2000                  1999                 1998
                                                                  -----------          -----------           -----------
<S>                                                               <C>                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                      $ 9,866,000          $   712,000           $ 1,911,000
  Adjustments to reconcile net income to net cash used in
      operating activities
    Depreciation                                                    1,797,000            1,130,000               652,000
    Amortization of financing costs                                 1,224,000            1,684,000             1,557,000
    Provision for doubtful accounts                                 3,681,000            2,092,000             1,116,000
    Accretion of senior secured notes payable                         394,000              393,000                     -
    Gains on sales of receivables and other financing income      (25,899,000)         (10,431,000)          (10,232,000)
    Minority interest                                                                            -             1,190,000
    Changes in assets and liabilities
      Notes and mortgages receivable                              (78,304,000)         (49,957,000)           (5,529,000)
      Inventory                                                    12,535,000            7,238,000           (64,174,000)
      Other assets                                                 (3,196,000)          (1,335,000)           (3,096,000)
      Accounts payable                                              2,314,000            1,640,000               170,000
      Accrued expenses                                              1,674,000             (757,000)            1,247,000
      Accrued interest payable                                              -                    -               655,000
      Deferred revenue                                                (84,000)             (10,000)              268,000
      Advance deposits                                                 (4,000)             (33,000)              23,000
                                                                  -----------          -----------           -----------

        Net cash used in operating activities                     (74,002,000)         (47,634,000)          (74,242,000)
                                                                  -----------          -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                               (4,313,000)          (4,886,000)           (2,590,000)
  Investment in residual interest                                 (28,952,000)         (14,242,000)          (15,223,000)
                                                                  -----------          -----------           -----------

        Net cash used in investing activities                     (33,265,000)         (19,128,000)          (17,813,000)
                                                                  -----------          -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on notes payable and bridge loan                          (305,000)            (270,000)         (109,600,000)
  Proceeds from sales of receivables                               97,389,000           59,894,000            40,022,000
  Cash escrows, net                                                  (411,000)          (3,736,000)           (8,533,000)
  Payment of  financing costs                                        (747,000)          (2,582,000)           (7,514,000)
  Proceeds from notes payable                                      10,000,000                    -            11,916,000
  Proceeds from bridge loan                                                 -                    -            55,414,000
  Proceeds from senior secured notes payable                                -                    -           130,000,000
  Purchase of minority interest                                             -                    -            (3,300,000)
  Contributions from sole member                                            -                    -               263,000
  Distributions to sole member                                       (280,000)            (280,000)             (766,000)
                                                                  -----------          -----------           -----------

        Net cash provided by financing activities                 105,646,000           53,026,000           107,902,000
                                                                  -----------          -----------           -----------

        NET INCREASE (DECREASE) IN CASH
          AND CASH EQUIVALENTS                                     (1,621,000)         (13,736,000)           15,847,000

Cash and cash equivalents, beginning of period                      2,359,000           16,095,000               248,000
                                                                  -----------          -----------           -----------

Cash and cash equivalents, end of period                          $   738,000          $ 2,359,000           $16,095,000
                                                                  ===========          ===========           ===========

Supplemental disclosure of cash flow information
  Interest paid                                                   $17,918,000         $ 16,961,000           $ 9,894,000
                                                                  ===========          ===========           ===========
</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

                                Epic Resorts, LLC

                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 2000, 1999 and 1998



NOTE A - NATURE OF BUSINESS AND BASIS OF PRESENTATION

Epic Resorts, LLC (a sole-member Delaware Limited Liability Company) and its
wholly-owned subsidiaries (the Company) generate revenue from the sale and
financing of vacation points in its resorts. Customers acquire the right to
use a fully furnished vacation residence, based upon the number of points
purchased in Epic Vacation Club, in perpetuity (Vacation Points). The
Company's principal operations consist of (i) acquiring, developing and
operating vacation ownership resort locations, (ii) marketing and selling
Vacation Points in its resorts, and (iii) providing customer financing to
individual purchasers of Vacation Points at its resorts. The Company also
generates income from the transient rental of resort accommodations.

In January 1999, the Company adopted a vacation club system. The vacation
club holds units of each of the Company's resort locations. The units of each
resort location are contributed to the club. The club then sells "Vacation
Points". Prior to January 1999, the Company sold vacation ownership interests
in its resorts. The customer acquired the right to use a fully furnished
vacation residence, generally for a one-week period each year.

The Company was formed in June 1998 to merge and succeed to the Predecessor
business which had a sole stockholder who is the sole member of the Company.
The Predecessor business was responsible for operating the wholly-owned
resort at Lake Havasu City, Arizona known as London Bridge Resort, Inc.
(LBR), and a majority-owned resort at Daytona Beach, Florida known as Dayton
Beach Regency, Ltd. (DBR).

The accompanying financial statements include the combined accounts of the
Company, London Bridge Resort, Inc. and Daytona Beach Regency, Ltd., which
together are now doing business as Epic Resorts, LLC. All of the entities
operated under the common control of the sole stockholder. Accordingly, all
of the net assets of the entities under common control have been recorded at
their historical cost and their results of operations have been included in
the combined results since their dates of acquisition. Minority interest
reflects the historical results of operations pertaining to the 44%
partnership interest in DBR for all periods up until the Company's
acquisition of this minority interest in June 1998.

On June 30, 1998, the Company used $55.4 million of proceeds from a bridge
loan to purchase the following resorts: Scottsdale Links Resort (a 228-suite
complex in Scottsdale, Arizona), Palm Springs Marquis Villas (a 101-suite
complex in Palm Springs, California) and Westpark Resort (a 152-suite complex
in Las Vegas, Nevada). The total purchase price was allocated to the cost
basis of inventory at these resorts in accordance with the purchase method of
accounting. The Company also purchased the remaining 44% limited partnership
interest in DBR at a cost of $3.3 million which has been capitalized as a
component of inventory at this resort, net of the $2.4 million of minority
interest acquired.


                                   (Continued)

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998



NOTE A - NATURE OF BUSINESS AND BASIS OF PRESENTATION - Continued

On July 8, 1998, the Company issued 130,000 Units, representing $130 million
principal amount of 13% Senior Secured Redeemable Notes due 2005 (the Notes)
and warrants to purchase membership interests or warrants to purchase common
stock in a private placement offering (the Offering) pursuant to Rule 144A of
the Securities Act of 1933. Proceeds of the Offering were used by the Company
(i) to repay the $55.4 million bridge loan described above; (ii) to repay
$23.8 million of certain indebtedness of the Company; (iii) to fund an escrow
of the first two interest payments under the Notes of $16.9 million; (iv) for
working capital and general corporate purposes and (v) to pay fees and
expenses related to the Offering and resort acquisitions. Proceeds of the
Offering were also used by the Company to acquire the Planter's Quarters
Resort on the island of Hilton Head in South Carolina on July 8, 1998 for
cash purchase of $3.8 million. The resort was accounted for by the purchase
method of accounting.

On August 13, 1998, the Company filed a registration statement with the
Securities and Exchange Commission relating to an exchange offer for another
series of notes of the Company, containing substantially the same terms as
the Notes. These Notes are now available to be publicly traded and are held
by institutional investors.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.  CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash, money market and all highly liquid
investments purchased with an original maturity of three months or less.
Funds received from purchases which are held during the statutory rescission
period, or until all conditions are met for the sales transaction to be
recognized and title conveyed, are maintained in escrow accounts and are
reflected as restricted cash.

2.  NOTES AND MORTGAGES RECEIVABLE

Notes and mortgages receivable reflect the amounts due from purchases of
Vacation Points and Vacation Ownership Interests who have accepted financing
from the Company. The obligations are evidenced by promissory notes and
mortgages. The majority of these notes and mortgages receivable collateralize
certain debt obligations of the Company.

Notes receivable are sold by the Company on a non-recourse basis in
connection with a loan participation facility with a financial institution
(see note C) and a loan securitization.

3.  ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company provides for estimated future losses related to uncollectible
receivables currently included in its notes receivable portfolio and in
connection with substitution of collateral provisions of sales of notes
receivable. The provision is estimated based upon management's estimate of
losses which may result because of cancellation of the related financing
contract.


                                    (Continued)

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

4.  PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated using the
straight-line method over the estimated useful lives. Furniture, fixtures and
equipment are depreciated over a period of 5 to 7 years. Buildings and
improvements are depreciated over 40 years. Leasehold improvements are
depreciated over the respective lease term. Financing costs associated with
the securitization transactions (see Note C) are deducted from the gain on
sale of notes and mortgages receivable.

5.  FINANCING COSTS

Financing and loan origination fees incurred in connection with obtaining
certain acquisition and development funding have been capitalized and are
being amortized over the term of the indebtedness. Financing costs associated
with the securitization transaction (see note C) are deducted from the gain
on sale of notes and mortgages receivable.

6.  INCOME TAXES

The Company is a Delaware limited liability company, accordingly no federal
or state income taxes are payable by the Company, and none have been provided
for in the accompanying financial statements. The sole member is to include
his respective share of the Company's profits or losses in his tax return.

7.  SALES RECOGNITION AND SELLING POLICIES

The Vacation Points purchaser has the right to rescind or cancel their
purchase contract within a set period of time following contract execution
(generally three to ten calendar days depending on the state in which the
sale is consummated), and is entitled to a full refund of their deposit. All
funds received by the Company are held in escrow, by an independent agent,
until the expiration of the rescission period and points are conveyed to the
purchaser. Sales, which are principally made through installment contracts,
are not recognized until the Company has received at least 10 percent of the
total purchase price, the statutory rescission period has elapsed, and
certificates of occupancy in the underlying units have been issued. Prior to
sales recognition, all payments received are accounted for as advance
deposits. Closing costs collected from the purchaser are used to offset a
portion of the closing costs incurred by the Company.

8.  COST OF SALES AND INVENTORY

Cost of sales is computed by allocating the total project acquisition and
conversion costs associated with the total Vacation Ownership Points
available for sale over the number of points available for sale, based upon
fifty-one weeks of availability per individual unit. Inventory, including all
development costs, contents and improvements are stated at cost, which is not
greater than net realizable value. Points transferred back to the Company
attributable to forfeiture, legal foreclosure, or reconveyance of a
deed-in-lieu of legal foreclosure, are returned to inventory at the original
amount expensed as the cost of sale. Marketing, advertising, commissions, and
other selling costs are expensed as incurred.


                                   (Continued)

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

9.  COMPREHENSIVE INCOME

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income." The standard established additional disclosure for the elements of
comprehensive income and a total comprehensive income calculation. Net income
as reported by the Company reflects total comprehensive income for each of
the three years in the three year period ended December 31, 2000.

10.  USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 amount of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

11.  NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 will require the Company to
record all derivatives on the balance sheet at fair value. Changes in
derivative fair values will either be recognized in earnings as offsets to
the changes in fair value of related hedged assets, liabilities and firm
commitments or for forecasted transactions, deferred and recorded as a
component of accumulated other comprehensive income (loss) in member's equity
until the hedged transactions could occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value will be
immediately recognized in earnings. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of SFAS No. 133." SFAS No. 133 is now effective for
fiscal years beginning after June 15, 2000. The Company expects to adopt SFAS
No. 133 on January 1, 2001 and does not believe the effect of adopting SFAS
No. 133 will have any material effect on its consolidated financial position
or results of operations.

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Services of financial Assets and Extinguishments of Liabilities", which
replaces SFAS No. 125. The new Statement revises some of the standards for
accounting for collateral and securitizations and other transfers of
financial assets. It is based on the financial components approach used in
SFAS No. 125 and carries over most of that Statement's accounting provision
without change. SFAS No. 140 also requires expanded disclosures about
securitiized and pledged financial assets. The accounting provisions of SFAS
No. 140 apply to transfers of financial assets occurring after March 31, 2000
and the expanded disclosure requirements are effective for fiscal year's
ending after December 15, 2000. The Company does not believe the effect of
adopting SFAS No. 140 will have any material effect on its consolidated
financial position or results of operation.

NOTE C - NOTES AND MORTGAGES RECEIVABLE

The Company provides financing to its customers, which is collateralized by
such purchasers' Vacation Points or Vacation Ownership Interests. The Company
offers certain customers, who make deposits of 33%, one-year financing on an
noninterest-bearing basis. The notes generally mature over terms which
approximate 84 months, with fixed interest rates ranging from 14.9 percent to
17.9 percent, per annum. The notes may be prepaid at any time, without
penalty. The weighted average rate of interest on outstanding notes
receivable is 14.9%, 14.2% and 15.5% for the years ended December 31, 2000,
1999 and 1998, respectively.

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998



NOTE C - NOTES AND MORTGAGES RECEIVABLE - Continued

     The following schedule reflects the scheduled principal maturities of notes
and mortgages receivable:

<TABLE>

         <S>                                                                            <C>
         2001                                                                           $ 1,205,000
         2002                                                                               308,000
         2003                                                                               148,000
         2004                                                                               129,000
         2005                                                                               393,000
         Thereafter                                                                       15,220,000
                                                                                        ------------
         Total principal maturities of notes and mortgages receivable                     17,403,000
         Less allowance for doubtful accounts                                             (2,128,000)
                                                                                        ------------
         Net principal maturities of notes and mortgages receivable                     $ 15,275,000
                                                                                        ============
</TABLE>

     The activity in the notes and mortgages receivable allowance for
doubtful accounts is as follow:

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                       -----------------------------------------------
                                                                           2000             1999              1998
                                                                       -----------      ------------      ------------
<S>                                                                    <C>              <C>               <C>
         Balance, beginning of period                                  $ 1,628,000      $    991,000      $    750,000
         Provision for doubtful accounts, net of recoveries              3,681,000         2,092,000         1,116,000
         Charge-offs                                                    (3,181,000)       (1,455,000)         (875,000)
                                                                       -----------      ------------       -----------

         Balance, end of period                                        $ 2,128,000      $  1,628,000       $   991,000
                                                                       ===========      ============       ===========
</TABLE>

     During 2000 and 1999, the Company sold $113,367,000 and $68,061,000 of
     notes and mortgages receivable as part of its $90 million Vacation
     Ownership Loan Participation Facility (Receivables Facility). Under this
     Receivables Facility, the Company sells its Vacation Points Receivables on
     a non-recourse basis to Epic Master Funding Corporation (Epic Funding), a
     wholly-owned subsidiary which is a qualifying special purpose entity as
     defined in SFAS No. 125, "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishments of Liabilities." The Receivables
     Facility provides for advance rates of 88% of the lesser of (i) unpaid
     principal balance of the receivables sold or (ii) the market value of such
     receivables as determined by the financial institution. The Receivables
     Facility contains a customary provision requiring the substitution of
     collateral in an equal amount if receivables become 60 days past due.

     The Company accounts for the transfers of receivables to Epic Funding as
     sales in accordance with SFAS No. 125. Gains on the sale of a portion of
     notes receivable are based on the relative fair market value of the note
     receivable portions sold and retained. At December 31, 2000 and 1999, the
     retained interests were valued by the Company assuming discount rates of
     12.50% and 11.50%, respectively, including estimated defaults and
     prepayments applied to the residual cash flows. The Company accounts for
     this investment as a trading security in accordance with SFAS No. 115,
     "Accounting for Certain Investments and Debt Securities". The Company
     records the initial changes in the fair value of the investment subsequent
     to sales as other financing income, which is a component of gains on sales
     oreceivables and other financing income in the consolidated statements of
     income

                                   (Continued)

<PAGE>


                        December 31, 2000, 1999 and 1998
                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE C - NOTES AND MORTGAGES RECEIVABLE - Continued

In December 1999, the Company and Epic Funding completed a sale of $78
million of receivables to EpicReceivables 1999, a wholly-owned qualifying
special purpose entity, for the purpose of Epic Receivables 1999 entering
into a $95 million securitization transaction. The closing resulted in net
proceeds of approximately $87 million, of which $68 million was used to pay
down the Receivables Facility. $16 million was recorded in a prefunding
account to be drawn on as additional receivables became available through
March 15, 2000, (which the Company drew down during the first quarter of
2000) and $3.1 million was placed into escrow as reserves for payments of
principal and interest to the note holders in the securitization. The Company
retains an interest in the excess cash flows of Epic Receivables 1999, which
is recorded at fair value and is classified as a residual interest. The
escrow reserves are reflected in cash in escrow and have been discounted to
reflect their current fair market value.

INVESTMENT IN RESIDUAL INTERESTS

The Company's investment in residual interests, which are classified as a
trading security consist of retained interests in notes and mortgages
receivable sold to others through a special purpose entity and residual
interests in the Interest Only Strips related to the notes receivable. The
components as of December 31 are as follows:

<TABLE>
<CAPTION>

                                                                                   2000             1999
                                                                                ----------        ---------
<S>                                                                             <C>               <C>
         Retained Interests                                                     18,093,000         9,078,000
         Carrying value of Interest Only Strips                                 40,324,000        20,387,000
                                                                               -----------       -----------

                                                                               $58,417,000       $29,465,000
                                                                               ===========       ===========
</TABLE>

Gains on sales of receivables and other financing income consist of gains on
sales of notes and mortgages receivables, the unrealized gains or losses on
the change in fair value of the interest only strips as well as changes in
the fair value of the investment in residual interests. In addition, other
financing income includes interest income on the interest only strips and the
initial increase in fair value on the investment in residual interests
subsequent to the sale of notes and mortgage receivable. The components of
gains on sales of receivable and other financing income for the years ended
December 31 are as follows:

<TABLE>
<CAPTION>

                                                                   2000                      1999                 1998
                                                               -----------                -----------         -----------
<S>                                                            <C>                       <C>                 <C>
         Gains on sales of receivables                         $19,761,000               $ 8,082,000           7,297,000
         Unrealized loss on interest only strips                (2,139,000)                 (729,000)                  -
         Other financing income                                  8,277,000                 3,078,000           2,935,000
                                                               -----------               -----------         -----------

                                                               $25,899,000               $10,431,000         $10,232,000
                                                               -----------               -----------         -----------
</TABLE>

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998


NOTE D - INVENTORY

Inventory and accumulated cost of sales consist of the following as of
December 31:

<TABLE>
<CAPTION>
                                                                      2000                   1999
                                                                 -------------            -------------
<S>                                                              <C>                      <C>
         Acquisition and development costs                       $ 113,725,000            $ 113,534,000
         Less accumulated costs of sales                            60,456,000               47,730,000
                                                                 --------------           -------------

                                                                 $  53,269,000            $  65,804,000
                                                                 =============            =============
</TABLE>

NOTE E - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31:

<TABLE>
<CAPTION>
                                                                       2000                      1999
                                                                 --------------           ---------------
<S>                                                              <C>                      <C>
         Land                                                    $   2,913,000            $    2,913,000
         Building and improvements                                  14,325,000                13,125,000
         Furniture, fixtures and equipment                           7,980,000                 5,049,000
         Construction in progress                                      126,000                         -
                                                                 -------------             -------------
                                                                    25,344,000                21,087,000
         Less accumulated depreciation                               7,163,000                 5,422,000
                                                                 -------------             -------------

                                                                 $  18,181,000            $   15,665,000
                                                                 =============            ==============
</TABLE>

NOTE F - SENIOR SECURED NOTES AND NOTES PAYABLE

On July 8, 1998, the Company issued 130,000 units, representing $130,000,000
principal amount of Senior Secured Redeemable Notes (the Notes). The Notes
bear interest at the rate of 13% per annum, payable semiannually on June 15
and December 15 of each year and are scheduled to mature on June 15, 2005.
The notes were recorded at their fair value less the initial value of
warrants of $2,757,000 and will be accreted to their redeemable value through
maturity. The Company maintains $8,450,000 at all times in escrow to cover
the next required interest payment.

All of the Company's operating subsidiaries (the Subsidiary Guarantors) have
fully and unconditionally guaranteed the Notes. Epic Resorts, LLC's
activities are limited to owning and operating resort properties. In
addition, their activities include the owning and collecting of the Company's
investment in the residual interests. Accordingly, the combined financial
information of the Subsidiary Guarantors is equivalent to the consolidated
financial statements of the Company, except for the Company's investment in
the residual interest of $58,417,000 and $ 29,465,000 at December 31, 2000
and 1999, respectively, as described in note C. The holders of the Notes
would have a direct claim to the residual interest in the event of a default,
as defined, under the Notes. The separate financial statements and other
disclosures concerning the Subsidiary Guarantors are not presented because
management has determined that they are not material to investors.

Between June 15, 2000 and June 15, 2002, the Company is required to make
offers to the noteholders to purchase the notes at 101% of the aggregate
principal amount up to the maximum amount of $65,000,000.

Concurrent with the issuance of the Notes, the Company issued 130,000
warrants with a par value of $.01 per warrant. These warrants have been
valued using the Black-Scholes pricing model and are being amortized as a
component of additional interest expense over the seven year term of the
Notes. The amortization increases the redemption value of the notes through
maturity.

<PAGE>

                        December 31, 2000, 1999 and 1998

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - SENIOR SECURED NOTES AND NOTES PAYABLE (continued)

During 1998, in connection with the repayment of debt related to proceeds of
the Offering, the Company incurred $2,055,000 of prepayment penalties. The
Company wrote off $667,000 of unamortized deferred financing costs related to
the extinguished debt. During the fourth quarter of 1998, the Company used
the proceeds from the initial funding of the Receivables to pay off $20.0
million of outstanding notes payable. The Company incurred $2,029,000 of
prepayment penalties and wrote off $613,000 of unamortized deferred financing
costs. These expenses have been reflected as extraordinary losses in the
accompanying statement of income for the year ended December 31, 1998.

Notes payable at December 31, 2000 and 1999 consist of the following:

<TABLE>
<CAPTION>
                                                                                           2000              1999
                                                                                        -----------       -----------
<S>                                                                                    <C>                <C>
         Note payable with interest payable at a fixed rate of 15%, payable            $  9,873,000               -
           monthly interest only, collateralized by Palm Springs inventory,
           due July 2002.

         Equipment loans payable with interest payable at fixed rates of 12.75%
           to 13.05%, payable in 48 equal monthly installments of principal
           and interest, collateralized by furniture and equipment, due 2000
           to 2001.                                                                    $    173,000       $   351,000
                                                                                       ------------       -----------
                                                                                       $ 10,046,000       $   351,000
                                                                                       ============       ===========
</TABLE>

The aggregate maturities of notes payable at December 31, 2000 are as follows:

<TABLE>

<S>                                                                                    <C>
         2001                                                                              123,000
         2002                                                                          $ 9,923,000
                                                                                       -----------
                                                                                       $10,046,000
                                                                                       ===========
</TABLE>

NOTE G - RELATED PARTY TRANSACTIONS

As of December 31, 2000 and 1999, the Company has accrued $2,262,000 and
$967,000 as receivables from various homeowners' associations at its resorts.
The Company generally accrues receivables from homeowners' associations for
management fees and certain other expenses paid on behalf of the homeowners'
associations. The receivables are included in other assets in the
accompanying consolidated balance sheets.

In 1998, the Company paid $1,601,000 of construction and inventory-related
items to certain companies which are affiliated with a manager and member of
the Company's Advisory Board. The Company believes that these transactions
have been made on substantially the same terms as those prevailing in the
current market place.

Through June 30, 1998, in the normal course of operations, an affiliate of
the sole member provided the Company with administrative services including
payroll and insurance processing.

NOTE H - COMMITMENTS AND CONTINGENCIES

1.  LEASES

The Company leases commercial real estate to various retail operators, for
the operation of a shopping mall, under various lease agreements that expire
through January 2009. Future minimum rental income expected to be recognized
from noncancellable operating leases on a straight-line basis as of December
31, 2000, is as follows:

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998


NOTE H - COMMITMENTS AND CONTINGENCIES - Continued

<TABLE>

<S>                                                                                    <C>
YEAR ENDING DECEMBER 31,
         2001                                                                            $337,000
         2002                                                                             145,000
         2003                                                                              85,000
         2004                                                                              44,000
         2005                                                                              44,000
         Thereafter                                                                        40,000
                                                                                       ----------

     Total future minimum rentals                                                        $695,000
                                                                                       ==========
</TABLE>

The Company has various operating lease agreements, primarily for its home
office, sales offices and land at its Palm Springs, California resort. These
obligations generally have remaining noncancellable terms of five years or
less, except the land lease, which has a sixty-five year term. Future minimum
lease payments are as follows for the years ending December 31:

<TABLE>

<S>                                                                                     <C>
         2001                                                                            $2,485,000
         2002                                                                             1,833,000
         2003                                                                             1,423,000
         2004                                                                               848,000
         2005                                                                               585,000
         Thereafter                                                                       8,177,000
                                                                                        -----------

                                                                                        $15,351,000
                                                                                        ===========
</TABLE>

Rent expense amounted to $3,010,000, $1,087,000 and $298,000 for the three
years ended December 31, 2000, 1999 and 1998, respectively.

2.  LITIGATION

The Company is a defendant in various lawsuits in the ordinary course of
business. Management is defending against these actions and does not believe
the suits will have a material impact on the Company's financial position or
results of operations.

NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires that the Company disclose estimated fair values for its financial
instruments. The following methods and assumptions were used by the Company
in estimating its fair value disclosures for financial instruments.

CASH AND CASH EQUIVALENTS: The carrying amount reported in the balance sheets
for cash and cash equivalents approximates their fair value because of the
short-term maturity of these instruments.

CASH IN ESCROW: The carrying amounts reported in the balance sheets have been
discounted to reflect estimated fair value.

INVESTMENT IN RESIDUAL INTERESTS:  The carrying amounts reported in the
balance sheets approximate fair value.

<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2000, 1999 and 1998


NOTE I - FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

NOTES AND MORTGAGES RECEIVABLE: The carrying amounts reported in the balance
sheets for notes and mortgages receivable approximates their fair value
because the weighted average interest rate on the portfolio of notes and
mortgages receivable approximates current interest rates to be received on
similar current notes and mortgages receivable.

SENIOR SECURED NOTES PAYABLE AND NOTES PAYABLE: The carrying amounts reported
in the balance sheets approximates their fair value because the interest
rates on these instruments approximate current interest rates charged on
similar current borrowings.

NOTE J - SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in one industry segment, which includes the development,
acquisition, marketing, selling, financing and management of vacation
ownership resorts. The Company does not operate outside of the United States.
The Company's customers are not concentrated in any specific geographic
region and no single customer accounts for a significant amount of the
Company's sales.

NOTE K - SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

The following presents a summary of the unaudited quarterly financial
information for the years ended December 31, 2000 and 1999:

<TABLE>
<CAPTION>

                                                              FOR THE YEAR ENDED DECEMBER 31, 2000
                                       ------------------------------------------------------------------------------------
                                            1ST               2ND              3RD               4TH              TOTAL
                                       -------------    -------------     -------------    -------------     --------------
<S>                                    <C>              <C>               <C>              <C>               <C>
         Revenues                      $ 37,487,000     $ 42,050,000      $ 46,695,000     $ 39,726,000      $165,958,000
         Total expenses                  35,288,000       38,877,000        43,273,000       38,654,000       156,092,000
                                       -------------    -------------     -------------    -------------     --------------

         Net income                    $  2,199,000     $  3,173,000      $  3,422,000     $  1,072,000      $  9,866,000
                                       =============    =============     =============    =============     ==============
<CAPTION>
                                                                       FOR THE YEAR ENDED DECEMBER 31, 1999
                                       ------------------------------------------------------------------------------------
                                            1ST               2ND              3RD               4TH              TOTAL
                                       -------------    -------------     -------------    -------------     --------------
<S>                                    <C>              <C>               <C>              <C>               <C>
         Revenues                      $  21,601,000    $  33,848,000     $  35,885,000    $  26,132,000     $  117,466,000
         Total expenses                   22,639,000       30,889,000        32,633,000       30,593,000        116,754,000
                                       -------------    -------------     -------------    -------------     --------------

         Net income (loss)             $  (1,038,000)   $   2,959,000     $   3,252,000    $  (4,461,000)    $      712,000
                                       =============    =============     =============    =============     ==============
</TABLE>

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         There were no changes in accountants or disagreements with
accountants on accounting or financial disclosure matters in the year 2000.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGING MEMBER

         The Company's Managing Member is Epic Membership Corp., a Delaware
corporation. Pursuant to the Company's Operating Agreement, the Managing
Member has the sole power to conduct, manage, control and make all decisions
affecting the conduct of the business, assets and affairs of the Company. The
Company also maintains a Board of Managers which acts in an advisory capacity
to the Managing Member and performs such other functions as delegated to it
by the Managing Member.

EXECUTIVE OFFICERS

         The following table sets forth certain information concerning the
executive officers of the Company. Officers hold office until their
successors are elected and qualified.

<TABLE>
<CAPTION>

NAME                                                             AGE                  POSITION
----                                                             ---                  --------
<S>                                                              <C>   <C>
Thomas F. Flatley............................................    49    President and Chief Executive Officer
Scott J. Egelkamp............................................    42    Vice President and Chief Financial Officer
</TABLE>

         Mr. Flatley has been the President, Chief Executive Officer and a
Director of EPIC Resorts, LLC and its predecessors since 1986. During the
period from 1983 to 1986, Mr. Flatley was involved with the development and
management of several commercial real estate ventures. From 1974 to 1982, Mr.
Flatley practiced as a Certified Public Accountant with Price Waterhouse, LLP.

         Scott J. Egelkamp has been Vice President and Chief Financial
Officer of EPIC Resorts, LLC and its predecessors since 1986. Mr. Egelkamp
has over 15 years of experience as a financial manager in the hospitality and
real estate industries.

ITEM 11. EXECUTIVE COMPENSATION

         SUMMARY COMPENSATION TABLE. The following table sets forth, for the
fiscal years 1998, 1999 and 2000, certain information about the compensation
paid to the chief executive officer and the other executive officers of the
Company.

<TABLE>
<CAPTION>

NAME AND PRINCIPAL POSITION                                                   FISCAL      SALARY        BONUS         ALL OTHER
                                                                               YEAR       ------        -----        COMPENSATION
                                                                              -----                                  ------------
                                                                              ANNUAL COMPENSATION
                                                                              -------------------
<S>                                                                           <C>        <C>            <C>          <C>
Thomas F. Flatley........................................................         2000   $280,000
President and Chief Executive                                                     1999   $280,000            -            -
  Officer                                                                         1998   $280,000

Scott J. Egelkamp........................................................         2000   $125,000
Vice President and Chief Financial Officer                                        1999   $125,000            -            -
  Officer                                                                         1998   $125,000
</TABLE>

<PAGE>

EMPLOYMENT AGREEMENTS. Each of Thomas F. Flatley and Scott J. Egelkamp have
entered into employment agreements with the Company. Each agreement provides
for an employment term of three years, commencing May 20, 1998 (the
"Employment Period") and an annual base salary of $280,000 and $125,000, for
Mr. Flatley and Mr. Egelkamp, respectively. The annual base salary is subject
to increase at the discretion of the Chief Executive Officer of the Company.
Each of Mr. Flatley and Mr. Egelkamp's employment agreements provide that if
he is terminated for any reason other than violation of the agreement, he is
entitled to 120 days notice prior to termination, to payment of all accrued
and unpaid salary and benefits through the date of termination, and a lump
sum payment equal to one year of his salary. In addition, if the employment
agreement of either officer is terminated without cause upon the occurrence
of a merger, consolidation or other business combination in which the Company
is not the surviving entity, such officer will be entitled to a lump sum
payment equal to two years of his salary.

         Pursuant to the employment agreements, each of the Executive
Officers has agreed:

         -        not to compete with the Company in the vacation ownership
                  business during the Employment Period and for a period of six
                  months after the termination of such period,

         -        to keep all proprietary information of the Company
                  confidential for a period of two years following the
                  termination of his employment with the Company, and

         -        that he will not solicit any employee to leave the employ of
                  the Company during the Employment Period or for two years
                  following the termination of his employment with the Company.

LIFE INSURANCE POLICY. The Company purchased an annual renewable term life
insurance policy on Mr. Flatley from CNA Life Insurance Company. This policy
has a face value of $15 million. The Company is the sole beneficiary of this
policy.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         99% of the 1,118,000 outstanding membership interests in the Company
are held by Mr. Flatley, its President and Chief Executive Officer. The
remaining 1% of outstanding membership interests are held by the Managing
Member of the Company, Epic Membership Corp. In connection with the offering
of the Notes, the Company issued warrants exercisable in the aggregate for
approximately 14% of the total outstanding membership interests on a fully
diluted basis after giving effect to the offering of the Notes.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In October 1990, London Bridge Resort obtained a line of credit not
to exceed $3,412,545. This loan was collateralized by an assignment of a
second mortgage on London Bridge Resort's facilities and properties. The loan
was subordinate to the claims of London Bridge Resort's construction and
equipment loans and would become payable when those construction and
equipment loans were paid in full. American Realty Group, Inc., a
Pennsylvania corporation wholly owned by Mr. Flatley ("American Realty"), was
the holder of a promissory note evidencing such loan (the "American Realty
Debt"). Interest on the promissory note accrued at a rate of 8.5% per annum
up to a maximum amount of $500,000. In 1995, interest accrued to $500,000 and
the promissory note became non-interest bearing. As of December 31, 1997, the
balance of the promissory note was $3,912,545, and was repaid in July 1998
out of the proceeds of the offering of the Notes. Pursuant to an Agreement to
Subordinate dated October 30, 1995, between American Realty and Queen's Bay
Joint Venture (the predecessor to London Bridge Resort, LLC.), American
Realty was entitled to receive a fee of $1,087,455 upon the repayment of
certain financing of Queen's Bay Joint Venture as consideration for American
Realty's agreement to subordinate the American Realty Debt to such financing.
Such fee was paid in July 1998 in connection with the offering of the Notes.

                               PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

<PAGE>

(a)      FINANCIAL STATEMENTS

         (b)      REPORTS.  No  reports  on Form 8-K have been filed  during
the last  quarter of the fiscal  year ended December 31, 2000.

(c)      EXHIBITS

<TABLE>
<CAPTION>

 EXHIBIT    DESCRIPTION OF DOCUMENT
 NUMBER     -----------------------
 -------
<S>         <C>
     3.1    Certificate of Formation of Epic Resorts, LLC. (incorporated by reference to Exhibit 3.1 to the Company's
            registration statement on Form S-4, File No. 333-61433)
     3.2    Operating Agreement of Epic Resorts, LLC. (incorporated by reference to Exhibit 3.2 to the Company's
            registration statement on Form S-4, File No. 333-61433)
     3.3    By-Laws of Epic Resorts, LLC. (incorporated by reference to Exhibit 3.3 to the Company's registration
            statement on Form S-4, File No. 333-61433)
     3.4    Certificate of Incorporation of Epic Vacation Club.
     3.5    By-Laws of Epic Vacation Club (to be filed on a Current Report on Form 8-K)
     4.1    Indenture, dated July 8, 1998 between Epic Resorts, LLC, Epic Capital Corp., the Subsidiary Guarantors
            signatory thereto and United States Trust Company of New York, as Trustee relating to the 13% Senior Secured
            Redeemable Notes due 2005 (the form of which is included in such indenture). (incorporated by reference to
            Exhibit 4.1 to the Company's registration statement on Form S-4, File No. 333-61433)
     4.2    Form of Global Exchange Note (included in Exhibit 4.1). (incorporated by reference to Exhibit 4.2 to the
            Company's registration statement on Form S-4, File No. 333-61433)
     4.4    First Supplemental Indenture, dated January 7, 1999 between Epic Resorts, LLC, Epic Capital Corp., the Subsidiary
            Guarantors signatory thereto, Epic Marketing, LLC, Epic Resorts' Vacation Showplace LLC, Epic Resorts Management,
            LLC and United States Trust Company of New York as trustee.
     4.5    Second Supplemental Indenture, dated February 3, 1999 between Epic Resorts, LLC, Epic Capital Corp., the
            Subsidiary Guarantors signatory thereto and United States Trust Company of New York, as trustee.
   10.1*    Employment Agreement between Epic Resorts, Inc. and Thomas F. Flatley, dated May 20, 1998. (incorporated by
            reference to Exhibit 10.1 to the Company's registration statement on Form S-4, File No. 333-61433)
   10.2*    Employment Agreement between Epic Resorts, Inc. and Scott J. Egelkamp, dated May 20, 1998. (incorporated by
            reference to Exhibit 10.2 to the Company's registration statement on Form S-4, File No. 333-61433)
    10.3    Escrow and Disbursement Agreement, dated July 8, 1998 between United States Trust Company of New York, as
            Trustee under the Indenture and as Escrow Agent, Epic Resorts, LLC and Epic Capital Corp. (incorporated by
            reference to Exhibit 10.3 to the Company's registration statement on Form S-4, File No. 333-61433)
    10.4    Security Agreement, dated July 8, 1998 made by the Grantors named therein in favor of United States Trust
            Company of New York, as trustee under the Indenture, Collateral Agent and Depository for the benefit of the
            Noteholders of the 13% Senior Secured Notes due 2005 issued by Epic Resorts, LLC and Epic Capital Corp.
            (incorporated by reference to Exhibit 10.4 to the Company's registration statement on Form S-4, File
            No. 333-61433)
    10.5    Registration Rights and Members' Agreement, dated July 8, 1998 between Epic Resorts, LLC, Epic Membership
            Corp., Members of Epic Resorts LLC, Epic Capital Corp., Epic Warrant Co. and NatWest Capital Markets
            Limited, as Initial Purchaser. (incorporated by reference to Exhibit 10.5 to the Company's registration
            statement on Form S-4, File No. 333-61433)
    10.6    Warrant Agreement, dated July 8, 1998 between Epic Warrant Co., as Issuer and United States Trust Company
            of New York, as Warrant Agent. (incorporated by reference to Exhibit 10.6 to the Company's registration
            statement on Form S-4, File No. 333-61433)
    10.7    Warrant Agreement, dated July 8, 1998 between Epic Resorts, LLC, as Issuer and United States

<PAGE>

            Trust Company of New York, as Warrant Agent. (incorporated by reference to Exhibit 10.7 to the Company's
            registration statement on Form S-4, File No. 333-61433)
    10.8    Form of Epic Warrant Co. Warrant Certificate (included in and incorporated by reference to Exhibit 10.6 to
            the Company's registration statement on Form S-4, File No. 333-61433)
    10.9    Form of Epic Resorts, LLC Warrant Certificate (included in and incorporated by reference to Exhibit 10.7 to
            the Company's registration statement on Form S-4, File No. 333-61433)
   10.10    Mortgage and Security Agreement, granted July 8, 1998 by Epic Resorts' Hilton Head, LLC, as mortgagor to United
            States Trust Company of New York, as trustee under the Indenture and mortgagee. (incorporated by reference to
            Exhibit 10.10 to the Company's registration statement on Form S-4, File No. 333-61433)
   10.11    Deed of Trust, granted July 8, 1998 by Epic Resorts' Westpark Resort, LLC, as trustor to United Title of Nevada,
            as trustee for the benefit of United States Trust Company of New York, as trustee under the Indenture.
            (incorporated by reference to Exhibit 10.11 to the Company's registration statement on Form S-4, File No. 333-61433)
   10.12    Form of Leasehold Deed of Trust, Assignment of Leases and Rents Security Agreement and Fixture Filing,
            granted July  , 1998 by Epic Resorts"Palm Springs Marquis Villas, LLC, as trustor to Barbara J. Goodman,
            Esq., as trustee for the benefit of United States Trust Company of New York, as trustee under the
            Indenture. (incorporated by reference to Exhibit 10.12 to the Company's registration statement on Form S-4,
            File No. 333-61433)
   10.13    Mortgage, granted July 8, 1998 by Daytona Beach Regency, Ltd., as mortgagor to United States Trust Company
            of New York, as trustee under the Indenture and mortgagee. (incorporated by reference to Exhibit 10.13 to
            the Company's registration statement on Form S-4, File No. 333-61433)
   10.14    Deed of Trust, granted July 8, 1998 by Epic Resorts' Scottsdale Links Resort, LLC, as trustor to Jones Osborn, II,
            Esq., as trustee for the benefit of United States Trust Company of New York, as trustee under the Indenture.
            (incorporated by reference to Exhibit 10.14 to the Company's registration statement on Form S-4, File No. 333-61433)
   10.15    Receivables Loan and Security Agreement, dated October 11, 1996 between London Bridge Resort, Inc. and
            Finova Capital Corporation. (incorporated by reference to Exhibit 10.15 to the Company's registration
            statement on Form S-4, File No. 333-61433)
   10.16    Trust Indenture, dated September 28, 1998 between Epic Master Funding Corporation, Epic Resorts, LLC as
            administrator and Marine Midland Bank, as trustee. (incorporated by reference to Exhibit 10.16 to the
            Company's registration statement on Form S-4, File No. 333-61433)
   10.17    Credit Agreement, dated September 28, 1998 between Epic Master Funding Corporation, Epic Resorts, LLC and
            Prudential Securities Credit Corporation. (incorporated by reference to Exhibit 10.17 to the Company's
            registration statement on Form S-4, File No. 333-61433)
   10.18    Form of Security Agreement for vacation club property, between United States Trust Company of New York, as trustee
            under the Indenture and the resort subsidiary transferring vacation ownership units to Epic Vacation Club.
      21    Subsidiaries of Epic Resorts, LLC.
</TABLE>


(d)      FINANCIAL STATEMENT SCHEDULES

Schedules are omitted because they are not applicable or are not required or
because the information is reported in the consolidated financial statements or
notes thereto.

         Supplemental information to be furnished with reports filed pursuant to
Section 15 of the Act by Registrantstrants which have not registered securities
pursuant to Section 12 of the Act.

No annual report or proxy statement covering the Company's last fiscal year has
been or will be circulated to seurity holders.

<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report on
Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized.

                               EPIC RESORTS, LLC
Date: April 14, 2000           By:

                                                  Scott J. Egelkamp
                                      VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                             (DULY AUTHORIZED OFFICER AND
                                              PRINCIPAL FINANCIAL OFFICER)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this annual report on Form 10-K has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                                              TITLE                                      DATE
                   ---------                                              -----                                      -----
<S>                                             <C>                                                             <C>
               Thomas F. Flatley                President and Chief Executive Officer (Principal                April 14, 2000
                                                Executive Officer)

               Scott J. Egelkamp                Vice President and Chief Financial Officer                      April 14, 2000
                                                (Principal Financial and Accounting Officer)

             Epic Membership Corp.              Managing Member                                                 April 14, 2000
       By: Thomas F. Flatley, President
</TABLE>