<PAGE>

===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                   FORM 10-K/A

(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, 1999
                                  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 Identification No.)
     incorporation or organization)
      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 10, 2000, 1,118,000 Membership Interests of the Registrant
were outstanding.

         The Form 10-K for the year ended December 31, 1999 is being amended to
reflect the accounting for financing fees associated with a December 1999
securitization transaction, as discussed in Note L to the consolidated financial
statements.

                    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 Epic Resorts, Inc. Epic
Resorts, Inc. had been formed to combine 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, Inc. was merged into 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 ownership
interests typically entitle the buyer to a fully furnished vacation residence in
any one of the Company's six 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 six 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 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

<PAGE>

         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.

         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 Company will pay association dues for all unsold Vacation Points.

         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 and in
         Philadelphia, Pennsylvania. The Company also plans to add its fourth
         and fifth centers by the end of 2000. 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 typically establishes the sales prices for its Vacation
Ownership Interests on a resort-by-resort basis after reviewing local market
conditions. When the Company enters into a new market, it typically prices
Vacation Ownership Interests to attract the maximum number of potential
customers and gain market share. As the Company becomes more established in a
market, sales prices are increased to reflect the high quality of its resorts.

<PAGE>

         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 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, 1997, 1998 and 1999. 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, 1999, the Company had a vacation ownership
receivables portfolio totaling approximately $13.5 million in principal amount,
with a weighted average contractual yield of approximately 14.2%,. 15.5%, and
14.9% for the years ended December 31, 1999, 1998 and 1997, 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>
                                                                         1997             1998              1999
                                                                         ----             ----              ----
                                                                      YEAR ENDED       YEAR ENDED        YEAR ENDED
                                                                      DECEMBER 31      DECEMBER 31       DECEMBER 31
                                                                      -----------      -----------       -----------
<S>                                                                   <C>              <C>               <C>
Notes receivable, gross, secured by Vacation Ownership Interests..    $37,898,000      $12,762,000       $13,502,000
Allowance for loan losses.........................................       (750,000)        (991,000)       (1,628,000)
                                                                      -----------      -----------       -----------
Notes receivable, net.............................................    $37,148,000      $11,771,000       $11,874,000

Charge-offs.......................................................     $1,378,000         $875,000        $1,455,000
</TABLE>

 LOAN UNDERWRITING

<PAGE>

         Consistent with industry practice, Vacation Ownership Interest
financing is not subject to extensive loan underwriting criteria. Prior to
providing such financing, the Company performs a commercial credit check. 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
one percent greater than the otherwise prevailing rate.

 COLLECTION POLICIES

         The Company bears the risk of purchaser default 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. 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 this receivables facility.

         In December 1999, the Company and EPIC Funding completed a sale of $78
million of receivables to EPIC Receivables 1999, a wholly owned qualifying
special purpose entity for the purpose of Epic Receivables entering into a $95.0
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.


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
paid aggregate fees of $221,000 and $228,000 in fiscal 1998 and 1997,
respectively. For fiscal 1999, the Company performed 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. Customer service surveys are often sent to each
purchaser to measure customer satisfaction and to alert the Company to problems,
if any.

COMPETITION
<PAGE>

         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.

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 EPIC'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
1500 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, 1999, the Company employed a total of 1,728 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 three off-site sales centers located in
Philadelphia, Pennsylvania, Torrence, California and Schaumberg, Illinois.

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, 1999 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>

                                                                    1995         1996           1997          1998           1999
                                                                    ----         ----           ----          ----           ----
                                                                               AS OF OR FOR THE YEAR ENDED DECEMBER 31,
                                                                    -------------------------------------------------------------
                                                                      (DOLLARS IN THOUSANDS, EXCEPT AVERAGE SALES PRICE DATA)
INCOME STATEMENT DATA:
Revenues:
<S>                                                             <C>            <C>            <C>           <C>            <C>
Sales of vacation ownership interests                           $   8,290      $  10,584      $  29,967     $  36,344      $  84,163
Resort operations                                                   5,029          6,074          6,652         7,772         19,080
Gains on sales of receivables and other financing income                -              -              -        10,232         10,431
Interest income and other                                             704          1,208          3,672         5,926          3,792
                                                                --------------------------------------------------------------------
Total revenues                                                     14,023         17,866         40,291        60,274        117,466
Cost of sales"vacation ownership interests                          3,154          3,544          7,337         8,075         15,727
Resort operations expense                                           4,103          4,806          4,599         7,067         23,681
Selling and marketing expenses                                      3,452          4,307         11,574        15,146         38,565
General and administrative expenses                                 1,322          2,014          3,188         6,591         15,670
Depreciation                                                          644            799            772           652          1,130
Provision for losses                                                  474            492          1,391         1,116          2,092
Financing and closing costs                                           460            323            868         1,055            852
Interest expense                                                      894          2,143          3,748        12,107         19,037
                                                                --------------------------------------------------------------------
Income (loss) before minority interest and extraordinary item        (480)          (562)         6,814         8,465            712
Minority interest                                                       -           (473)         1,676         1,190              v
                                                                --------------------------------------------------------------------
Income (loss) before extraordinary item                              (480)           (89)         5,138         7,275            712
Extraordinary gain (loss) on settlement of debt                     5,077              -              -        (5,364)             V
                                                                --------------------------------------------------------------------
Net income (loss)                                               $   4,597      $     (89)     $   5,138     $   1,911            712
                                                                ====================================================================
OTHER DATA AND CREDIT STATISTICS:
Number of resorts at period end                                         1              2              2             6              6
BALANCE SHEET DATA:
Mortgage Notes and Mortgages receivable, net                    $   7,641      $  20,996      $  37,148     $  11,771         11,874
Inventory, net                                                     12,032         12,741          7,963        73,042         65,804
Total assets                                                       28,269         43,034         56,288       146,773        148,169
Senior secured notes payable                                            -              -              -       127,432        127,825
Notes payable                                                      18,780         34,009         42,891           621            351
Warrants                                                                -              -              -         2,757          2,757
Member's equity                                                     8,763          8,163         10,578        11,986         12,418

</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, as
successor to Epic Resorts, Inc. 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.......................................          1989
Daytona Beach Regency......................................       1991/1998*
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.

         A Homeowners Association (each an "Association") has been established
for EPIC Vacation Club. The Association 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-rata 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, 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 $.3 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.

<PAGE>

         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 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
 .02% 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 from 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. The company expects this trend to stabalize as these resorts develop
a following among tourists and travel agents.

 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.

<PAGE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997

 REVENUES. For the year ended December 31, 1998, the Company recognized total
revenues of $60.3 million compared to $40.3 million for the year ended December
31, 1997, an increase of $20.0 million, or 49.6%. This increase was primarily
the result of $10.2 of gains recognized in 1998 from the sales of mortgages
receivable and a $6.3 million increase in sales of Vacation Ownership Interests
to $36.3 million during 1998 from $30.0 million during 1997, an increase of
21.0%.

         Sales of Vacation Ownership Interests increased primarily as a result
of (i) increased sales growth at the Daytona Beach Regency Resort to $17.4
million during 1998 from $14.6 million during 1997, an increase of $2.8 million
or 19.2% and (ii) $3.3 million of sales generated from the new sales activities
at the Island Links Resort and the Philadelphia offsite sales center.

         Resort operations revenue increased 16.4%, to $7.8 million in 1998 from
$6.7 million in 1997, primarily as a result of additional resort revenues of
$1.6 million during 1998 from the newly acquired resorts and the sale of
vacation packages of $0.2 million by Epic Marketing, a new venture started in
the fourth quarter of 1998. This increase was offset by a $0.6 million decrease
in resort operations revenue at London Bridge Resort and the Daytona Beach
Regency Resort which reflects the decreasing availability of suites for rent in
1998 as the Company continues to convert suites at these resorts to Vacation
Ownership Interests.

         Gains on sales of receivables and other financing income of $10.2
million relate to the Company's initial fundings in October, November and
December 1998 under its Receivables Facility as discussed in Note C to the
Company's consolidated financial statements.

         Interest income increased $2.0 million to $5.5 million in 1998 from
$3.5 million in 1997, an increase of 57.1%, primarily from investing a portion
of the proceeds from the sale of the Notes into short-term investments.

         Other income increased $0.3 million to $0.4 million in 1998 from $0.1
million in 1997 primarily attributable to the $0.2 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 Ownership
Interests decreased to 22.3% in 1998 from 24.3% in 1997, reflecting higher
average selling prices for Vacation Ownership Interests at London Bridge Resort
and Daytona Beach Regency.

 RESORT OPERATIONS EXPENSE. Resort operations expense increased approximately
$2.5 million to $7.1 million in 1998 from $4.6 million in 1997. As a percentage
of resort operations revenue, resort operations expense increased to 91.0% in
1998 from 68.7% in 1997 primarily as a result of increased operational expenses
of $2.1 million from the newly acquired resorts.

 SELLING AND MARKETING EXPENSES. Selling and marketing expenses (including
commissions) as a percentage of sales of Vacation Ownership Interests increased
to 41.6% in 1998 from 38.7% in 1997. In 1998, the Company incurred $476,000 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 (ii) opening of its offsite sales center in Philadelphia in the middle
of the fourth quarter of 1999. As part of the Company's development of its
marketing strategy, the Company also incurred approximately $400,000 to
implement a comprehensive marketing effort on the East Coast.

 GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 106.3% to $6.6 million in 1998 from $3.2 million in 1997 reflecting
the Company's growth and the newly acquired resorts in 1998. As a percentage of
total revenues, general and administrative expenses increased to 10.9% in 1998
from 7.9% in 1997 which was attributable to the increased staffing and start-up
costs incurred prior to the commencement of sales operations at the newly
acquired resorts. As part of the Company's growth plan, the Company increased
general and administrative expenses at its headquarters by $1.3 million to have
in place the infrastructure required to support the addition of its four new
resorts and its additional offsite sales center. The Company

<PAGE>

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 $12.1 million in 1998 from $3.7
million in 1997, an increase of $8.4 million, which reflects the increased
indebtedness from the Notes issued in July 1998.

 PROVISION FOR LOAN LOSSES. Provision for loan losses as a percentage of sales
of Vacation Ownership Interest decreased to 3.0% in 1998 from 4.6% in 1997. This
decrease was attributable to the lower receivables base resulting from the sales
of mortgages receivable through the Receivables Facility.

CHANGES IN FINANCIAL CONDITION

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

         Cash and cash equivalents increased by $15.8 million and $0.2 million
for the years ended December 31, 1998 and 1997, respectively, and decreased
$13.7 million for the year ended December 31, 1999.

         Net cash used in operating activities was $ 47.6 million, $74.2 million
and $3.5 million in 1999, 1998 and 1997, respectively. The change in net cash
used in operating activities from 1998 to 1999 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 1997 to 1998 is primarily attributable to the acquisition of the
four additional resorts for a cash purchase price of $64.0 million during 1998.
The change in net cash used in operating activities from 1996 to 1997 is
primarily attributable to the increase in net income and the net change in
inventory, which included a net decrease of $4.7 million in 1997 (due primarily
to increased sales activity).

         Net cash used in investing activities was $19.1 million, $17.8 million,
and $2.3 million in 1999, 1998, and 1997 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 our new sales offices and sales
of notes and receivables to the receivable facility. The increase from 1997 to
1998 is primarily attributable to the $15.2 million investment in residual
interests associated with the sales of receivables through the Receivables
Facility.

         Net cash provided by financing activities was $53.0 million, $107.9
million, and $6.0 million in 1999, 1998, and 1997 respectively. The net increase
in cash provided by financing activities from 1998 to 1999 is primarily
attributable to the increased sales of notes receivable. The net increase in
cash provided by financing activities from 1997 to 1998 is primarily
attributable to the $130.0 million proceeds received on July 8, 1998 from the
sale of the Notes, which was used to purchase the new resorts as discussed
above, and the payoff of $23.8 million of outstanding debt and the payment of
$6.7 million of deferred financing costs.


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 and Vacation
Ownership Interests, customer notes and mortgages receivable and other assets.

<PAGE>

         In September 1998, the Company entered into a non-recourse $75 million
vacation ownership loan participation facility with a financial institution (the
"Receivables Facility"). 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.
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's capital resources are provided from the following
sources: (i) cash flows from operations and (ii) proceeds from the Receivables
Facility. Thereafter, The Company maintains escrow funds in an escrow account
sufficient to make the next required interest payment of $8.5 million on the
Notes.

         The Company is committed to make an offer to repurchase $65.0 million
of the Notes between June 15, 2000 and June 15, 2002. The Company does not
intend to make this offer in the year 2000.

         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.

YEAR 2000

         The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define applicable years. Computer programs
that have date-sensitive software may recognize a date coded "00" as the year
may cause disruptions of operations, including temporary inability to process
transactions. Prior to year-end 1999, the Company completed an assessment of all
of its significant operating systems. The Company had, in the ordinary course of
business, purchased new software packages for most of its computer systems. Most
of these purchases occurred prior to the 1999 fiscal year. The Company had also
implemented, through routine software releases, Year 2000-compliant upgrades to
most of its financial and operational software. Any remaining software
applications were insignificant to the Company's operations, and were upgraded
to Year 2000-compliant status prior to the end of 1999. The Company had also
addressed the Year 2000 activities of its suppliers and customers. By reviewing
their Year 2000 Readiness Disclosures, or by direct contact, the Company
determined that substantially all of its significant suppliers and customers
were Year 2000 compliant. The Company has not, to date, experienced any negative
effects from its suppliers or customers related to the Year 2000 issue. While
there can be no guarantee that Year 2000 issues by a third party will not occur
in future periods, and such effects could have a material adverse effect on the
Company, management believes that its continuing communications with its
suppliers and customers will minimize these risks. The Company has to date not
experienced any negative effects from the Year 2000 date change, and does not
expect any such effects in future periods. The Company has not incurred and does
not anticipate incurring

<PAGE>

material incremental costs for Year 2000 issues relating to its computer
information systems, since all updates or replacements of such systems occurred
in the ordinary course of business, most of which occurred prior to the 1999
year.

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

         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, 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.

<PAGE>

         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 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.

<PAGE>

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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<PAGE>




  FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED
                     PUBLIC ACCOUNTANTS

                     EPIC RESORTS, LLC

                 DECEMBER 31, 1999 AND 1998


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Member
Epic Resorts, LLC


         We have audited the accompanying consolidated balance sheet of Epic
Resorts, LLC (a Delaware limited liability company) as of December 31, 1999, and
the related consolidated statements of income, changes in member's equity and
cash flows for the year ended December 31, 1999. 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 audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit 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 audit provides 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, 1999, and the results of its operations and its
cash flows for the year ended December 31, 1999, in conformity with auditing
standards generally accepted in the United States.

         As discussed in Note L to the financial statements, the 1999 financial
statements have been restated to correct a previously reported overstatement of
gains on sales of receivable and other financing income.

Philadelphia, Pennsylvania
April 3, 2000, except for Note L, as to
which the date is March 26, 2001


                                                     /s/ Grant Thorton

<PAGE>


Report of Independent Public Accountants

To the Member of Epic Resorts, LLC:


We have audited the accompanying consolidated balance sheet of Epic Resorts, LLC
(a Delaware limited liability company) as of December 31, 1998, and the related
consolidated statements of operations, cash flows and changes in member's equity
for the years ended December 31, 1998 and 1997. 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 audit
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, 1998, and the consolidated results of their operations and
their cash flows for the years ended December 31, 1998 and 1997, in conformity
with accounting principles generally accepted in the United States.


                                                      /s/ Arthur Andersen LLP



Philadelphia, Pennsylvania
March 25, 1999




<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                                      4

           CONSOLIDATED STATEMENTS OF INCOME                                5

           CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER'S EQUITY            6

           CONSOLIDATED STATEMENTS OF CASH FLOWS                            7

           NOTES TO FINANCIAL STATEMENTS                                    8
</TABLE>

<PAGE>

                                Epic Resorts, LLC

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,
<TABLE>
<CAPTION>
                  ASSETS                                                           1999             1998
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
CASH AND CASH EQUIVALENTS                                                      $  2,359,000     $ 16,095,000
CASH IN ESCROW                                                                   12,004,000        8,586,000
INVESTMENT IN RESIDUAL INTERESTS                                                 29,465,000       15,223,000
NOTES AND MORTGAGES RECEIVABLE, net of allowance of $1,628,000
    and $991,000 as of December 31, 1999 and 1998, respectively                  11,874,000       11,771,000
INVENTORY                                                                        65,804,000       73,042,000
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,422,000
    and $4,303,000 as of December 31, 1999 and 1998, respectively                15,665,000       11,909,000
DEFERRED FINANCING COSTS, net of accumulated amortization of
    $2,374,000 and $692,000 as of December 31, 1999 and 1998, respectively        6,339,000        6,823,000
OTHER ASSETS                                                                      4,659,000        3,324,000
                                                                               ------------     ------------
                  Total assets                                                 $148,169,000     $146,773,000
                                                                               ============     ============
                  LIABILITIES AND MEMBER'S EQUITY
ACCOUNTS PAYABLE                                                               $  2,794,000     $  1,154,000
ACCRUED EXPENSES                                                                    987,000        1,743,000
ACCRUED INTEREST PAYABLE                                                            736,000          736,000
ADVANCE DEPOSITS                                                                     43,000           76,000
DEFERRED REVENUE                                                                    258,000          268,000
NOTES PAYABLE                                                                       351,000          621,000
SENIOR SECURED NOTES PAYABLE                                                    127,825,000      127,432,000
                                                                               ------------     ------------
                  Total liabilities                                             132,994,000      132,030,000
COMMITMENTS AND CONTINGENCIES                                                          --               --
WARRANTS                                                                          2,757,000        2,757,000
MEMBER'S EQUITY                                                                  12,418,000       11,986,000
                                                                               ------------     ------------
                  Total liabilities and member's equity                        $148,169,000     $146,773,000
                                                                               ============     ============
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>


                                Epic Resorts, LLC

                        CONSOLIDATED STATEMENTS OF INCOME

                            Years ended December 31,
<TABLE>
<CAPTION>
                                                                     1999             1998             1997
                                                                 ------------     ------------     ------------
<S>                                                              <C>              <C>              <C>
REVENUE
    Sales of vacation points and ownership interests             $ 84,163,000     $ 36,344,000     $ 29,967,000
    Resort operations                                              19,080,000        7,772,000        6,652,000
    Gains on sales of receivables and other financing income       10,431,000       10,232,000             --
    Interest income                                                 1,055,000        5,499,000        3,535,000
    Other income                                                    2,737,000          427,000          137,000
                                                                 ------------     ------------     ------------
                                                                  117,466,000       60,274,000       40,291,000

COSTS AND EXPENSES
    Cost of sales of vacation points and ownership interests       15,727,000        8,075,000        7,337,000
    Resort operations                                              23,681,000        7,067,000        4,599,000
    Selling and marketing costs                                    38,565,000       15,146,000       11,574,000
    General and administrative expenses                            15,670,000        6,591,000        3,188,000
    Provision for doubtful accounts, net of recoveries              2,092,000        1,116,000        1,392,000
    Depreciation                                                    1,130,000          652,000          771,000
    Financing and closing costs                                       852,000        1,055,000          868,000
    Interest expense                                               19,037,000       12,107,000        3,748,000
                                                                 ------------     ------------     ------------
                                                                  116,754,000       51,809,000       33,477,000
                                                                 ------------     ------------     ------------

Income before minority interest and
       extraordinary item                                             712,000        8,465,000        6,814,000
Minority interest                                                        --          1,190,000        1,676,000
                                                                 ------------     ------------     ------------

                  Income before extraordinary item                    712,000        7,275,000        5,138,000

Extraordinary loss on extinguishment of debt                             --          5,364,000             --
                                                                 ------------     ------------     ------------

                  NET INCOME                                     $    712,000     $  1,911,000     $  5,138,000
                                                                 ============     ============     ============

</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, 1999, 1998 and 1997

<TABLE>
<CAPTION>
<S>                                                                   <C>
BALANCE, JANUARY 1, 1997                                              $ 8,162,000

    Contributions                                                         603,000
    Distributions                                                      (3,325,000)
    Net income                                                          5,138,000
                                                                      -----------

BALANCE, DECEMBER 31, 1997                                             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
                                                                      ===========

</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>


                                Epic Resorts, LLC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Year ended December 31,
<TABLE>
<CAPTION>
                                                                       1999            1998             1997
                                                                  -------------    -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                               <C>              <C>              <C>
    Net income                                                    $     712,000    $   1,911,000    $   5,138,000
    Adjustments to reconcile net income to net cash used in
          operating activities
       Depreciation                                                   1,130,000          652,000          771,000
       Amortization of financing costs                                1,684,000        1,557,000          173,000
       Provision for doubtful accounts                                2,092,000        1,116,000        1,392,000
       Accretion of senior secured notes payable                        393,000             --               --
       Gains on sales of receivables and other financing income     (10,431,000)     (10,232,000)            --
       Minority interest                                                   --          1,190,000        1,676,000
       Changes in assets and liabilities
          Notes and mortgages receivable                            (49,957,000)      (5,529,000)     (17,543,000)
          Inventory                                                   7,238,000      (64,174,000)       4,779,000
          Other assets                                               (1,335,000)      (3,096,000)        (141,000)
          Accounts payable                                            1,640,000          170,000          264,000
          Accrued expenses                                             (757,000)       1,247,000           90,000
          Accrued interest payable                                         --            655,000           13,000
          Deferred revenue                                              (10,000)         268,000             --
          Advance deposits                                              (33,000)          23,000          (86,000)
                                                                  -------------    -------------    -------------

                  Net cash used in operating activities             (47,634,000)     (74,242,000)      (3,474,000)
                                                                  -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                               (4,886,000)      (2,590,000)      (2,314,000)
    Investment in residual interest                                 (14,242,000)     (15,223,000)            --
                                                                  -------------    -------------    -------------

                  Net cash used in investing activities             (19,128,000)     (17,813,000)      (2,314,000)
                                                                  -------------    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments on notes payable and bridge loan                          (270,000)    (109,600,000)     (15,965,000)
    Proceeds from sales of receivables                               59,894,000       40,022,000             --
    Cash escrows, net                                                (3,736,000)      (8,533,000)          86,000
    Payment of deferred financing costs                              (2,582,000)      (7,514,000)        (237,000)
    Proceeds from notes payable                                            --         11,916,000       24,847,000
    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          603,000
    Distributions to sole member                                       (280,000)        (766,000)      (3,325,000)
                                                                  -------------    -------------    -------------

                  Net cash provided by financing activities          53,026,000      107,902,000        6,009,000
                                                                  -------------    -------------    -------------

                  NET INCREASE (DECREASE) IN CASH
                       AND CASH EQUIVALENTS                         (13,736,000)      15,847,000          221,000

Cash and cash equivalents, beginning of period                       16,095,000          248,000           27,000
                                                                  -------------    -------------    -------------

Cash and cash equivalents, end of period                          $   2,359,000    $  16,095,000    $     248,000
                                                                  =============    =============    =============

Supplemental disclosure of cash flow information
    Interest paid                                                 $  16,961,000    $   9,894,000    $   3,836,000
                                                                  =============    =============    =============
</TABLE>

The accompanying notes are an integral part of these statements.
<PAGE>


                                Epic Resorts, LLC

                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 1999, 1998 and 1997


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 business of Epic
Resorts, Inc. (the Predecessor) 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, 1999, 1998 and 1997




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 load 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
contains 36 two and three bedroom suites and 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
    receivables. 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, 1999, 1998 and 1997




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.

    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 securitization transaction (see Note C) are deducted from
    the gain on sales 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 is 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, 1999, 1998 and 1997




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, 1999.

    10.  USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported 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.

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
    13.9 percent to 16.9 percent, per annum. The notes may be prepaid at any
    time, without penalty. The weighted average rate of interest on outstanding
    notes receivable is 14.2%, 15.5% and 14.9% for the years ended December 31,
    1999, 1998 and 1997, respectively.


                                   (Continued)


<PAGE>


                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997


NOTE C - NOTES AND MORTGAGES RECEIVABLE - Continued

    The following schedule reflects the schedule principal maturities of notes
and mortgages receivable:
<TABLE>
      <S>                                                           <C>
      2000                                                          $ 3,745,000
      2001                                                              908,000
      2002                                                              995,000
      2003                                                            1,139,000
      2004                                                            1,305,000
      Thereafter                                                      5,410,000
                                                                    -----------
      Total principal maturities of notes and mortgages receivable   13,502,000
      Less allowance for doubtful accounts                            1,628,000
                                                                    -----------

      Net principal maturities of notes and  mortgages receivable   $11,874,000
                                                                    ===========
</TABLE>
    The activity in the notes and mortgages receivable allowance for doubtful
accounts is as follow:
<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                            -----------------------------------------
                                                               1999            1998          1997
                                                            -----------    -----------    -----------
       <S>                                                  <C>            <C>            <C>
       Balance, beginning of period                         $   991,000    $   750,000    $   736,000
       Provision for doubtful accounts, net of recoveries     2,092,000      1,116,000      1,392,000
       Charge-offs                                           (1,455,000)      (875,000)    (1,378,000)
                                                            -----------    -----------    -----------

       Balance, end of period                               $ 1,628,000    $   991,000    $   750,000
                                                            ===========    ===========    ===========
</TABLE>

    During 1999 and 1998, the Company sold $68,061,000 and $45,479,000 of notes
    and mortgages receivable as part of its $75 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.

                                   (Continued)


<PAGE>


                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997




NOTE C - NOTES AND MORTGAGES RECEIVABLE - Continued

    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, 1999 and 1998, the
    retained interests were valued by the Company assuming discount rates of
    11.50% and 10% 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 changes in the
    fair value of the investment as other financing income, which is a component
    of gains on sales of receivables and other financing income in the
    consolidated statements of income.

    In December 1999, the Company and Epic Funding completed a sale of $78
    million of receivables to Epic Receivables 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 become 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.

    Gains on sales of receivables and other financing income consists of the
following for the years ended December 31:
<TABLE>
<CAPTION>
                                           1999          1998           1997
                                       -----------   -----------   --------------
       <S>                             <C>           <C>           <C>
       Gains on sales of receivables   $ 8,082,000   $ 7,297,000   $           --
       Other financing income            2,349,000     2,935,000               --
                                       -----------   -----------   --------------
                                       $10,431,000   $10,232,000   $           --
                                       ===========   ===========   ==============
</TABLE>

NOTE D - INVENTORY

    Inventory and accumulated cost of sales consist of the following as of
December 31:
<TABLE>
<CAPTION>
                                                        1999             1998
                                                    -------------    -------------
       <S>                                          <C>              <C>
       Acquisition and development costs            $113,534,000     $105,964,000
       Less accumulated costs of sales               (47,730,000)     (32,922,000)
                                                    -------------    -------------
                                                    $  65,804,000    $  73,042,000
                                                    =============    =============
</TABLE>


<PAGE>


                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997

NOTE E - PROPERTY AND EQUIPMENT

    Property and equipment consist of the following as of December 31:
<TABLE>
<CAPTION>
                                                   1999              1998
                                                -----------      -----------
       <S>                                      <C>              <C>
       Land                                     $ 2,913,000      $ 2,913,000
       Building and improvements                 13,125,000       11,177,000
       Furniture, fixtures and equipment          5,049,000        2,122,000
                                                -----------      -----------
                                                 21,087,000       16,212,000
       Less accumulated depreciation              5,422,000        4,303,000
                                                -----------      -----------
                                                $15,665,000      $11,909,000
                                                ===========      ===========
</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 the Company's six 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 $29,465,000 and
     $15,223,000 at December 31, 1999 and 1998, 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.


                                   (Continued)


<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997


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 operations for the
     year ended December 31, 1998.

     Notes payable at December 31, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>

                                                         1999             1998
                                                     ------------     ------------
         <S>                                         <C>              <C>
         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                            $    351,000     $    621,000
                                                     ============     ============
</TABLE>

NOTE G - RELATED PARTY TRANSACTIONS

     As of December 31, 1999 and 1998, the Company has accrued $967,000 and
     $829,000 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.

     In October 1990, the Company obtained a nonrecourse line of credit not to
     exceed $3,413,000 from an affiliate of the sole member, all of which
     remained outstanding as of December 31, 1997. The loan was collateralized
     by an assignment of a second mortgage on the Company's property. This loan
     is subordinated to the claims of the Company's construction and equipment
     loans and was not payable until these notes were paid in full. Interest
     accrued at a rate of 8.5% per annum up to a maximum amount of $500,000.
     Upon reaching $500,000 in 1995 the note became noninterest bearing and the
     accrued liability was capitalized into the loan's principal. During 1998,
     1997 and 1996, no interest was accrued under the terms of this note. This
     note, together with a fee paid to a related party of $1,087,000, was paid
     in full during 1998 with the proceeds of the Offering.

     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.


<PAGE>

                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997

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, 1999, is as follows:
<TABLE>
<CAPTION>
       YEAR ENDING DECEMBER 31,

                <S>                                                  <C>
                2000                                                 $   468,000
                2001                                                     338,000
                2002                                                     155,000
                2003                                                      96,000
                2004                                                      44,000
                Thereafter                                                84,000
                                                                     -----------
                Total future minimum rentals                         $ 1,185,000
                                                                     ===========
</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>
       2000                                                          $   983,000
       2001                                                              906,000
       2002                                                              715,000
       2003                                                              577,000
       2004                                                              380,000
       Thereafter                                                      8,327,000
                                                                     -----------
                                                                     $11,888,000
                                                                     ===========
</TABLE>

    Rent expense amounted to $1,087,000, $298,000 and $118,000 for the three
    years ended December 31, 1999, 1998 and 1997, 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.

<PAGE>


                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997

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.

     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, 1999 and 1998:
<TABLE>
<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>

                                   (Continued)


<PAGE>


                                Epic Resorts, LLC

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1999, 1998 and 1997




NOTE K - SUMMARY OF QUARTERLY RESULTS (UNAUDITED) - Continued
<TABLE>
<CAPTION>
                                                           FOR THE YEAR ENDED DECEMBER 31, 1998
                                        -------------------------------------------------------------------------
                                             1ST            2ND            3RD            4TH           TOTAL
                                        ------------   ------------   ------------    ------------   ------------
       <S>                              <C>            <C>            <C>             <C>            <C>
       Revenues                         $ 10,109,000   $ 12,484,000   $ 14,333,000    $ 23,348,000   $ 60,274,000
       Total expenses (1)                  8,194,000      9,623,000     15,174,000      18,818,000     51,809,000
       Income (loss) before minority
          interest  and extraordinary
          loss                             1,915,000      2,861,000       (841,000)      4,530,000      8,465,000
       Minority interest (2)                 543,000        647,000           --              --        1,190,000
       Extraordinary loss (3)                   --             --        2,722,000       2,642,000      5,364,000
                                        ------------   ------------   ------------    ------------   ------------

       Net income (loss)                $  1,372,000   $  2,214,000   $ (3,563,000)   $  1,888,000   $  1,911,000
                                        ============   ============   ============    ============   ============
</TABLE>
     ------------------------------------
     (1) Expenses during the 3rd quarter of 1998 include start-up and staffing
         costs incurred prior to the commencement of sales operations at the
         newly acquired resorts.

     (2) On June 30, 1998,  the Company  completed  the buyout of minority
         interest upon the  acquisition  of all of the minority partner's
         interest in Daytona Beach Regency. Ltd.

     (3) Represents the extraordinary losses on the early repayments of
         existing company indebtedness, including prepayment penalties
         and write-off of unamortized deferred, financing costs (see
         note F to the consolidated financial statements).

NOTE L - RESTATEMENT

     The financial statements at and for the year ended December 31, 1999 have
been restated to reflect a correction in the manner in which $1,382,000 of
financing fees associated with the December 1999 securitization transaction
(note C) were originally recorded. These fees were previously capitalized and
included in deferred financing costs on the December 31, 1999 consolidated
balance sheet. It has been determined that those fees should have been reflected
as a reduction of the gain on sale of receivables on the consolidated statement
of income for the year ended December 31, 1999. Accordingly, the deferred
financing costs, gain on sale of receivables and other financing income, and net
income reported on the December 31, 1999 consolidated balance sheet and
consolidated statement of income have each been reduced by $1,382,000.


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

         The Company filed a current report on Form 8-K, regarding a change in
the Company's independent accountants, dated March 3, 2000.
<PAGE>


                                    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 wholly owned by Mr. Flatley. 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..........   48  President and Chief Executive Officer
Scott J. Egelkamp..........   41  Vice President and Chief Financial Officer
</TABLE>

         Thomas F. Flatley has been President, Chief Executive Officer and a
Director of predecessors of the Company since 1991. Mr. Flatley has also served
as the President and a Director of American Financial Mortgage Corporation, a
national mortgage banking company, since 1988. From 1974 to 1982, Mr. Flatley
practiced as a Certified Public Accountant with Price Waterhouse, LLP. Mr.
Flatley was recently awarded the 1998 ARDA Community Service Award.

         Scott J. Egelkamp has been Vice President and Chief Financial Officer
of predecessors of the Company since 1992. Mr. Egelkamp has also served, since
1988, as Vice President and Chief Financial Officer of American Financial
Mortgage Corporation. Mr. Egelkamp has over 15 years of experience as a
financial manager in service and manufacturing environments.

ITEM 11. EXECUTIVE COMPENSATION

         SUMMARY COMPENSATION TABLE. The following table sets forth, for the
fiscal years 1997 and 1998, certain information about the compensation paid to
the chief executive officer and the other executive officers of the Company.
<TABLE>
<CAPTION>
                                              FISCAL                        ALL OTHER
NAME AND PRINCIPAL POSITION                    YEAR     SALARY      BONUS  COMPENSATION
---------------------------                   ------    ------      -----  ------------
                                              ANNUAL COMPENSATION
                                              -------------------
<S>                                            <C>      <C>         <C>    <C>
Thomas F. Flatley............................  1999     $280,000        -             -
President and Chief Executive                  1998     $280,000
 Officer                                       1997        (a)          -             -
Scott J. Egelkamp............................  1999     $125,000        -             -
Vice President and Chief Financial             1998     $125,000
  Officer                                      1997     $125,000        -             -
</TABLE>
 ----------

(a)      Mr. Flatley did not receive a salary in 1997.

 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

<PAGE>

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 owned by the Managing
Member of the Company, Epic Membership Corp., which is wholly owned by Mr.
Flatley. 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.

(a)      FINANCIAL STATEMENTS

<PAGE>

(b)      REPORTS.  No reports on Form 8-K have been filed during the last
         quarter of the fiscal year ended  December 31, 1998.

(c)      EXHIBITS
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER  DESCRIPTION OF DOCUMENT
    ------- -----------------------
    <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 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)
</TABLE>

<PAGE>

<TABLE>
    <S>     <C>
      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 ants have not registered securities pursuant to Section
12 of the Act. No annual report or proxy statement covering last fiscal year has
been or will be circulated to security 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: March 31, 1999                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>
                       President and Chief Executive Officer (Principal  March 31, 1999
                       Executive Officer)
 Thomas F. Flatley

                       Vice President and Chief Financial Officer        March 31, 1999
                       (Principal Financial and Accounting Officer)
 Scott J. Egelkamp

                       Managing Member                                   March 31, 1999

      Epic Membership Corp.
By: Thomas F. Flatley, President
</TABLE>