UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                450 Fifth Street
                             Washington, D.C. 20549

                                   Form 10-QSB
                                   -----------

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                  For the Quarterly Period Ended June 30, 2002
                                                 -------------

                           Commission File No. 0-3858
                                           ----------

                        INTERNATIONAL LEISURE HOSTS, LTD.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



           Wyoming                                         86-0224163
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


3207 S. Hardy Drive
-------------------------------
Tempe, AZ                                                     85282
-------------------------------                ---------------------------------
(Address of principal executive                             (Zip Code)
 office)

Issuer's telephone number, including area code (480) 829-7600
                                               --------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the 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
                      -----                               -----

State the number of shares outstanding of each of the issuer's classes of common
stock as of the close of the latest  practicable date. There were 694,407 shares
of $.01 par value common stock outstanding as of June 30, 2002.



                                  Page 1 of 16
<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
 ITEM 1 - Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                           June           March
                                                                                         30, 2002       31, 2002
                                                                                        -----------    -----------
                                                                                        (Unaudited)
<S>                                                                                     <C>            <C>
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                                           $   383,441    $    49,664
    Accounts receivable                                                                         191         26,402
    Income tax refund receivable                                                             48,000          1,000
    Merchandise inventories                                                                 229,376        109,563
    Prepaid expenses and other                                                               38,935         26,751
                                                                                        -----------    -----------
        Total current assets                                                                699,943        213,380
                                                                                        -----------    -----------

PROPERTY AND EQUIPMENT:
    Buildings and improvements                                                            7,030,870      7,030,870
    Equipment                                                                             1,889,223      1,983,380
    Leasehold improvements                                                                  325,600        325,600
    Construction in progress                                                                370,683        321,553
                                                                                        -----------    -----------
        Total property and equipment                                                      9,616,376      9,661,403
    Less accumulated depreciation and amortization                                        3,312,858      3,260,199
                                                                                        -----------    -----------
        Property and equipment - net                                                      6,303,518      6,401,204
                                                                                        -----------    -----------
TOTAL                                                                                   $ 7,003,461    $ 6,614,584
                                                                                        ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Notes payable under lines of credit from related party                              $   975,000    $   935,000
    Note payable under line of credit                                                       175,000        175,000
    Accounts payable:
      Trade                                                                                 271,386         71,748
      Related party                                                                                          5,000
    Accrued liabilities                                                                      94,222         42,982
    Advance deposits                                                                        315,856        118,743
                                                                                        -----------    -----------
        Total current liabilities                                                         1,831,464      1,348,473
DEFERRED INCOME TAXES                                                                       177,421        177,421
                                                                                        -----------    -----------
        Total liabilities                                                                 2,008,885      1,525,894
                                                                                        -----------    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Preferred stock, $5 par value - authorized 100,000 shares: none issued
    Common stock, $.01 par value - authorized 2,000,000 shares: issued 718,373 shares         7,184          7,184
    Additional paid-in capital                                                              656,426        656,426
    Retained earnings                                                                     4,409,928      4,504,042
                                                                                        -----------    -----------
                                                                                          5,073,538      5,167,652
    Less common stock in treasury - at cost, 23,966 shares                                  (78,962)       (78,962)
                                                                                        -----------    -----------
        Shareholders' equity - net                                                        4,994,576      5,088,690
                                                                                        ===========    -----------
TOTAL                                                                                   $ 7,003,461    $ 6,614,584
                                                                                        ===========    ===========

</TABLE>

See notes to condensed consolidated financial statements


                                  Page 2 of 16
<PAGE>

                        INTERNATIONAL LEISURE HOSTS, LTD.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                 For the three months ended
                                                          June 30,
                                                 --------------------------
                                                   2002            2001
                                                   ----            ----
REVENUES:

 Sales of merchandise                            $ 335,539       $ 340,357

 Room, cabin and trailer space rentals             354,407         327,427

 Other rentals and income                           39,396          89,757

 Interest                                              165             490
                                                 ---------       ---------
    Total revenues                                 729,507         758,031
                                                 ---------       ---------

COSTS AND EXPENSES:

 Cost of merchandise                               205,840         221,890

 Operating                                         426,337         437,565

 General and administrative                         42,753          35,206

 General and administrative - related party         73,074          33,750

 Net loss on asset disposals                        29,323

 Depreciation and amortization                      82,044          89,059

 Interest                                            2,065           4,525

 Interest - related party                            9,185           8,571
                                                 ---------       ---------
    Total costs and expenses                       870,621         830,566
                                                 ---------       ---------

Loss before income taxes                          (141,114)        (72,535)

Benefit for income taxes                           (47,000)        (25,000)
                                                 ---------       ---------

NET LOSS                                         ($ 94,114)      ($ 47,535)
                                                 =========       =========

NET LOSS PER COMMON SHARE - BASIC                $   (0.14)      $   (0.07)
                                                 =========       =========



See notes to condensed consolidated financial statements



                                  Page 3 of 16
<PAGE>
<TABLE>
<CAPTION>

                        INTERNATIONAL LEISURE HOSTS, LTD.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                         Three months ended June 30,
                                                      ---------------------------------
                                                             2001           2000
                                                             ----           ----
<S>                                                       <C>            <C>
OPERATING ACTIVITIES:
  Net loss                                                ($ 94,114)     ($ 47,535)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation and amortization                          82,044         89,059
      Net loss on asset disposals                            29,323
  Changes in assets and liabilities:
      Accounts receivable                                    26,211           (867)
      Income tax refund receivable                          (47,000)       (25,000)
      Merchandise inventories                              (119,813)       (93,470)
      Prepaid expenses and other                            (12,184)       (23,455)
      Accounts payable - trade                              199,638        (22,280)
      Accounts payable - related party                       (5,000)
      Income taxes payable                                                 (24,454)
      Accrued liabilities                                    51,240         67,689
      Advance deposits                                      197,113        169,123
                                                          ---------      ---------
          Net cash provided by operating activities         307,458         88,810
                                                          ---------      ---------

INVESTING ACTIVITIES:
      Purchases of property and equipment                   (59,498)       (91,850)
      Proceeds from sale of property and equipment           45,817
                                                          ---------      ---------
        Net cash used in investing activities               (13,681)       (91,850)

FINANCING ACTIVITIES:
      Loan proceeds from affiliate                           40,000         50,000
      Loan proceeds from bank                                               77,580
                                                          ---------      ---------

        Net cash provided by financing activities            40,000        127,580
                                                          ---------      ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                   333,777        124,540

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                 49,664        174,991
                                                          ---------      ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                  $ 383,441      $ 299,531
                                                          =========      =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest                      $  16,061      $  25,985
                                                          =========      =========

</TABLE>

See notes to condensed consolidated financial statements


                                  Page 4 of 16
<PAGE>

                        INTERNATIONAL LEISURE HOSTS, LTD.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            For the Three Month Periods Ended June 30, 2002 and 2001

The accompanying  condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim  financial  information and with the instructions to Form
10-QSB.  Accordingly,  they do not  include  all of the  information  and  notes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments and reclassifications considered necessary for a fair and comparable
presentation  have been  made and are of a normal  recurring  nature.  Operating
results for the three months ended June 30, 2002 are not necessarily  indicative
of the results  that may be expected  for the year ending  March 31,  2003.  The
enclosed   financial   statements   should  be  read  in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-KSB for the year ended March 31, 2002.

1.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

International  Leisure  Hosts,  Ltd.  (the  "Company")  operates in one business
segment,  the ownership and operation of Flagg Ranch Resort ("Flagg  Ranch"),  a
full-service  resort motel and trailer  park located in the John D.  Rockefeller
Jr.  Memorial  Parkway,  approximately  four miles north of Grand Teton National
Park and two miles south of the southern entrance to Yellowstone National Park.

Significant  Accounting Policies - The Company prepares its financial statements
in accordance with accounting principles generally accepted in the United States
of America. A summary of significant accounting policies is as follows:

a.       Basis of Consolidation - The consolidated  financial statements include
         the accounts of the Company and its subsidiary after elimination of all
         significant intercompany transactions and accounts.

b.       Revenue  Recognition - The Company  recognizes  lodging  revenue at the
         completion  of a room  night and for  other  ancillary  revenue  as the
         services are provided.

c.       Cash and cash equivalents - Cash and cash equivalents represent cash in
         banks,  money market funds,  and  certificates  of deposit with initial
         maturities of three months or less.

d.       Merchandise  inventories  are  stated  at the lower of  aggregate  cost
         (first-in, first-out basis) or market.

e.       Property and equipment are stated at cost.  Depreciation is computed by
         straight-line and accelerated  methods over the estimated useful lives,
         which range from 5 to 40 years.  Leasehold  improvements  are amortized
         using the straight-line  method over the lesser of the estimated useful
         life of the related asset or the term of the lease. The Company reviews
         the  carrying  values  of  its  long-lived   assets  and   identifiable
         intangibles  for  possible  impairment  whenever  events or  changes in
         circumstances  indicate  that the carrying  amount of assets to be held
         and used may not be  recoverable.  For  assets to be  disposed  of, the
         Company reports long-lived assets and certain identifiable  intangibles
         at the lower of carrying amount or fair value less cost to sell.


                                  Page 5 of 16
<PAGE>

f.       Income  taxes -  Deferred  income  taxes  have  been  provided  for the
         temporary  differences  between  financial  statement  and  income  tax
         reporting on certain transactions.

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

h.       Net  Income per  Common  Share - Basic net  income per common  share is
         computed  by  dividing  net income by the  weighted  average  number of
         common shares outstanding. The weighted average number of common shares
         outstanding was 694,407 for both 2002 and 2001.  Diluted net income per
         share reflects  potential  dilution that could occur from common shares
         issuable   through  stock  options,   warrants  or  other   convertible
         securities; however, the Company has no dilutive securities.

i.       Estimated  Fair  Value  of  Financial  Instruments  - The  Company  has
         estimated the fair value of its financial  instruments  using available
         market data. However, considerable judgment is required in interpreting
         market data to develop  estimates  of fair value.  The use of different
         market  assumptions or methodologies  may have a material effect on the
         estimates of fair values.  The  carrying  values of cash,  receivables,
         lines  of  credit,   accounts  payable,   accrued  expenses,  and  debt
         approximate  fair  values due to the  short-term  maturities  or market
         rates of interest.

j.       New Accounting  Pronouncement - In August 2001 the FASB issued SFAS No.
         144,  Accounting for the  Impairment or Disposal of Long-Lived  Assets,
         which  supercedes  SFAS  No.  121,  Accounting  for the  Impairment  of
         Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  of and
         amends APB  Opinion  No. 30,  Reporting  the  Results of  Operations  -
         Reporting  the  Effects of  Disposal  of a Segment of a  Business,  and
         Extraordinary,   Unusual   and   Infrequently   Occurring   Events  and
         Transactions.  The new rules apply to the classification and impairment
         analysis  conducted on long-lived assets other than certain  intangible
         assets,  resolve  existing  conflicting  treatment on the impairment of
         long-lived  assets  and  provide   implementation   guidance  regarding
         impairment calculations. SFAS No. 144 also expands the scope to include
         all  distinguishable  components  of an entity that will be  eliminated
         from  ongoing  operations  in  a  disposal  transaction.   The  Company
         implemented  this statement on April 1, 2002 and determined that it did
         not have a material effect on its financial statements.



                                  Page 6 of 16
<PAGE>

2.       COMMITMENTS AND CONTINGENCIES

The Company receives its operating  authorization from the National Park Service
("NPS").  The NPS Contract (the "Contract") which became effective on January 1,
1990, will expire on December 31, 2009.  Under the terms of the Contract,  prior
to December  31,  2002,  the Company is  required to move its  existing  54-unit
riverside  motel from its current  location  to the high ground  above the Snake
River, to provide for new employee housing and make certain other  improvements.
The Company has chosen to meet these  requirements by moving the riverside motel
and  converting it into employee  housing,  plus  building  additional  employee
support  facilities,  which began in summer 1998,  with  expected  completion by
December 31, 2002.  The  remaining  cost of this  relocation  is estimated to be
approximately $100,000.

The extensive  capital  investments which were required by the Company's current
Contract,  were made based on the Park  providing  road access in the winter and
full winter services (i.e. snowmobile rentals) for the duration of the Contract.
These  services are  necessary  to allow the Company to recover its  substantial
investment and provide a reasonable  opportunity to realize a profit  consistent
with  the  Contract  and  applicable  law.  The  Company  relied  on the  Park's
representations  to expend  millions  of  dollars  in  facilities  improvements.
Precluding  the Company  from  offering its full  spectrum of winter  activities
would materially and fundamentally alter key contract features and substantially
interfere with the Company's  ability to recover its  investments or realize its
planned profit.

The Contract  fee to the NPS is  calculated  at 2 percent of gross  receipts (as
defined),  subject to review and possible  adjustment  every five years. For the
three  months ended June 30, 2002 and 2001,  this fee  amounted to $13,700,  and
$12,600, respectively, which has been recorded as operating expense.

Flagg Ranch faces competition from hotels,  camping areas and trailer facilities
in Yellowstone and Grand Teton National Parks, as well as from a large number of
hotels and motels in Wyoming,  Montana and Idaho, offering some facilities which
are similar to those offered by Flagg Ranch. In addition,  the business of Flagg
Ranch is susceptible to weather conditions and unfavorable trends in the economy
as a whole.  Business  could be  significantly  affected  depending upon actions
which might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close  Yellowstone  National Park for the winter  months,  then Flagg
Ranch would have to discontinue its winter operations. NPS budget cutbacks could
also  negatively  impact  the  length of the  summer  season  and the  number of
visitors to the Parks and have a  corresponding  negative  impact on Flagg Ranch
revenues.

On May 20, 1997,  the Fund for Animals,  Biodiversity  Legal  Foundation et. al.
filed a lawsuit  against  the NPS  challenging  the action of the NPS  regarding
winter use of Yellowstone and Grand Teton National Parks.  The plaintiffs  asked
the Federal Court to stop winter activities,  primarily snowmobiling and related
snow  grooming,   until  environmental  impacts  are  documented.  A  settlement
agreement was reached that required the NPS to prepare an  environmental  impact
statement ("EIS") during which time period the Parks continued  activities under
the then existing winter visitor-use plan.

Upon  completion  of the EIS,  the NPS  prepared  a draft  winter-use  plan with
several alternatives.  The NPS initially adopted the draft winter-use plan which
eliminates  snowmobiling  from the Park with a  phase-in  period of three  years
during which time the winter snowmobiling operation may be continued.



                                  Page 7 of 16
<PAGE>

Per the settlement of a lawsuit that was filed by snowmobile  manufacturers  and
various other  organizations to overturn the NPS's decision,  the NPS has agreed
to reopen  its  decision-making  process  regarding  the use of  snowmobiles  in
Yellowstone and surrounding  Parks.  Under the settlement,  the Park Service has
committed to  reexamine  its closure in light of new,  environmentally  friendly
snowmobile  technology and other information  provided by the public.  While the
Company is optimistic  regarding this settlement,  until such time as there is a
change in the current  winter-use plan, the winter  snowmobiling  operation will
discontinue  operations  after the  2002-2003  winter  season.  This will have a
significant  negative  impact  on the  revenues  and  financial  results  of the
Company.  During fiscal 2002, winter  operations  accounted for approximately 33
percent of total revenues.

Proprietary rights to certain facility  improvements  constructed by the Company
(including  the new lodge and new cabin  units) have been granted to the Company
under the terms of the Contract; however, the NPS may terminate the Contract and
purchase  the  Company's  improvements,  upon a  determination  that the  public
interest  requires Federal  Government  ownership of the  improvements.  In such
event, the Federal  Government is required to pay a price for said  improvements
equal to the cost of reconstruction less depreciation.  If, however the Contract
is  terminated  by  the  Federal  Government  for  default  by the  Company  for
unsatisfactory  performance  as  defined  in  the  Contract,  then  the  Federal
Government  is  required  to  pay  a  price  equal  to  the  tax  basis  of  the
improvements.  At the end of the Contract,  if the Company is not the successful
bidder on a new  contract  for the  property,  then the  Federal  Government  is
required to purchase from the Company the improvements  (including the new lodge
and new  cabin  units)  made to the  property  at a price  equal  to the cost of
reconstruction less depreciation.

The  Department of Labor ("DOL") has notified the Company,  on behalf of current
and past  employees,  that additional  overtime is due for the period  beginning
November 1, 1997. Currently the Company pays overtime for any hours in excess of
48 during a one week period. The Company, as well as other Park concessioners in
the area,  have  operated  under an  exemption  that  exists  in the Fair  Labor
Standards  Act.  The DOL has claimed that this  exemption  does not apply due to
conflicting  language  in the  Contract  Work Hours  Safety  Standard  Act which
requires  overtime to be paid to laborers and mechanics  working on a government
contract after 40 hours worked during a week. If the DOL prevails,  the estimate
of the additional  expense to the Company ranges from $40,000 to $60,000.  While
there is no  guarantee,  the  Company  believes  it will not be  subject  to the
additional overtime payments.

3.       TRANSACTIONS WITH RELATED PARTIES

General and  administrative  - related party expenses for the three months ended
June 30, 2002 and 2001 represent  management  fees and  administrative  expenses
paid to related parties and totaled $73,000 and $34,000,  respectively.  Related
parties  during the three  months  ended June 30, 2002 and 2001 are owned by the
Company's  current  majority owner,  Robert Walker,  or family members.  Related
parties  during the three  months  ended June 30,  2002 and 2001 also  include a
company owned by the Company's current President, Michael P. Perikly.

For the three months ended June 30, 2002 and 2001,  the Company made payments to
PNI Inc. and Walker Consulting,  Inc.,  companies owned by the Company's current
majority  owner,  Robert L.  Walker,  for  management  services  of $42,324  and
$25,500, respectively.

For the three months ended June 30, 2002 and 2001,  the Company made payments to
KCH  Enterprises,  Inc., a company  owned by the  Company's  current  President,
Michael P.  Perikly,  for  management  services of $15,750 each period.  For the
three  months  ended  June  30,  2001,  $7,500  of this fee was  capitalized  to
construction in process.


                                  Page 8 of 16
<PAGE>

For the three months ended June 30, 2002 and 2001,  the Company made payments to
RLW & BJW Enterprises, L.L.C., a company owned by the Company's current majority
owner, Robert L. Walker, for building rent of $15,000 and $0, respectively.

The Company  incurred  borrowings  under line of credit  agreements with related
parties (Note 4). Interest incurred for the three months ended June 30, 2002 and
2001 was $13,112 and $16,949,  respectively. For fiscal years 2002 and 2001, the
Company capitalized $4,810, and $12,889 of interest,  respectively, from related
party and bank lines of credit agreements.

4.       NOTES PAYABLE UNDER LINES OF CREDIT

The  Company has a line of credit  agreement  ("Agreement")  with an  affiliated
company  expiring   September  30,  2002,  which  provides  for   collateralized
borrowings  of up to  $1,500,000 at an interest rate of prime plus .875 percent.
Borrowings under the Agreement are collateralized by the assets and improvements
of Flagg Ranch.  The Company has borrowed  $585,000 on this line of credit as of
June 30 2002.  The  terms of the  Agreement  contain,  among  other  provisions,
requirements  for  maintaining  minimum cash flows (as defined in the Agreement)
and place  limitations  on the Company's  ability to make loans.  As of June 30,
2002, the Company was not in compliance with the minimum cash flow requirement.

The  Company  has a line of credit  agreement  with  Jackson  State  Bank  ("JSB
Agreement")  expiring  September  12, 2002,  which  provides for  collateralized
borrowings  of up to $500,000 at an  interest  rate of prime plus .875  percent.
Borrowings  under  the  JSB  Agreement  are  collateralized  by the  assets  and
improvements  of Flagg  Ranch.  The  Company  has  borrowed  $175,000 on the JSB
Agreement as of June 30, 2002.

The Company has an Agreement with an affiliated  company expiring  September 30,
2002,  which  provides  for  collateralized  borrowings  of up to $500,000 at an
interest  rate of prime plus .875  percent.  Borrowings  under the Agreement are
collateralized  by the assets and  improvements of Flagg Ranch.  The Company has
borrowed  $390,000 on this line of credit as of June 30, 2002.  The terms of the
Agreement contain, among other provisions,  requirements for maintaining minimum
cash flows (as defined in the Agreement) and place  limitations on the Company's
ability to make loans.  As of June 30, 2002,  the Company was not in  compliance
with the minimum cash flow requirement.

ITEM 2.         Management's Discussion and Analysis of Financial Condition and
                Results of Operations

The statements contained in this Report regarding  management's  anticipation of
the Company's facility completion schedules, quality of facilities,  fulfillment
of National Park Service  requirements,  consumer response to marketing efforts,
ability to offset  inflation  and  adequacy of  financing,  constitute  "forward
looking"  statements  within the  meaning of the Private  Securities  Litigation
Reform  Act  of  1995.  Management's  anticipation  is  based  upon  assumptions
regarding  levels  of  competition,   acceptance  of  facilities  by  consumers,
favorable weather  conditions,  ability to complete facility  construction,  the
market in which the Company operates, the stability of the economy and stability
of the regulatory environment.  Any of these assumptions could prove inaccurate,
and therefore  there can be no assurance  that the  forward-looking  information
will prove to be accurate.


                                  Page 9 of 16
<PAGE>

The  Company's  net loss for the first  quarter  ended June 30, 2002 was $94,000
($.14 per share).  This  compares to a net loss of $48,000  ($.07 per share) for
the quarter ended June 30, 2001.  The $46,000  increase in loss is primarily due
to a one-time fire-related  insurance payment received in the prior year as well
as a loss on sale of assets  during the current  year.  Changes in the Company's
revenues  and  expenses  for the  quarters  ended  June  30,  2002  and 2001 are
summarized below. All references to years,  represent quarters ending June 30 of
the stated year.

Flagg Ranch,  the principal  business of the Company,  is operated as a seasonal
resort.  The two  seasons  coincide  with  the  opening  and  closing  dates  of
Yellowstone  and  Grand  Teton  National  Parks.  The  summer  season  runs from
approximately  May 24 through  September 30 and the winter season runs from late
December through early March.  Therefore,  the first quarter ended June 30, 2002
consists of only thirty-eight days of operations.

Revenues
--------

Total  revenues for 2002 decreased by $29,000 or 4% from 2001. Of this decrease,
$3,000 was from food and beverage sales, $15,000 from gasoline sales, $10,000 in
float trip  revenue,  $6,000 in trail ride revenue,  $2,000 from guided  fishing
trip revenue and $32,000 from other revenue representing the one- time insurance
payment made in 2001. Increases of $12,000 in cabin rentals,  $15,000 in RV park
rentals,  $7,000 in grocery store sales and $5,000 in gift shop sales offset the
above decreases.

Expenses
--------

The ratio of cost of merchandise  sold to sales of merchandise  was 61% and 65%,
respectively, in 2002 and 2001. The ratio of operating expenses to total revenue
remained  constant  at 58% in 2002 and 2001.  Operating  expenses  decreased  by
$11,000 in 2002 as compared to 2001. Of this  decrease,  $18,000 was from labor,
$2,000 in utilities,  $6,000 in outside services, $4,000 in advertising,  $1,000
in  telephone,  $3,000 in postage and freight,  and $1,000 in licenses and fees.
Offsetting these decreases were increases of $7,000 in office  supplies,  $9,000
in  maintenance,  $2,000 in company  vehicle and  travel,  $1,000 in credit card
fees,  $3,000 in  insurance,  $1,000 in property  taxes and $1,000 in  franchise
fees.  General and  administrative  expenses  increased $8,000 or 21% in 2002 as
compared to 2001. General and administrative  expenses - related party increased
by $39,000 or 118% in 2002 as compared to 2001.

Inflation
---------

The  Company  expects  that it will be able to  offset  increases  in costs  and
expenses,  principally labor,  caused by inflation,  by increasing prices on its
services with minimal effect on operations.




                                  Page 10 of 16
<PAGE>

Liquidity and Capital Resources
-------------------------------

Working capital deficit decreased to $1,132,000 at June 30, 2002 from $1,135,000
at March 31,  2002.  Current  assets  increased  by  $487,000  primarily  due to
increases in cash, income tax receivable,  and merchandise inventories.  Current
liabilities  increased  by  $483,000  primarily  due to an  increase  in accrued
liabilities and an increase in advance deposits.

Further, during fiscal 2002, the Company incurred costs of approximately $49,000
related to certain construction projects. The Company may incur additional costs
of approximately  $100,000 prior to December 31, 2002 to complete the relocation
of employee housing units as required under the NPS contract.

The Company intends to fund these  improvements  through existing cash funds and
cash generated from operations.  Cash generated from operations for the quarters
ended  June 30,  2002  and 2001 was  $308,000  and  $89,000,  respectively.  The
construction  funds will have to be obtained from outside  sources to the extent
they exceed cash  generated  from  operations.  There is no  guarantee  that the
Company will be able to procure financing on favorable terms.

The  Company has a line of credit  agreement  ("Agreement")  with an  affiliated
company  expiring   September  30,  2002,  which  provides  for   collateralized
borrowings  of up to  $1,500,000 at an interest rate of prime plus .875 percent.
Borrowings under the Agreement are collateralized by the assets and improvements
of Flagg Ranch.  The Company has borrowed  $585,000 on this line of credit as of
June 30 2002.  The  terms of the  Agreement  contain,  among  other  provisions,
requirements  for  maintaining  minimum cash flows (as defined in the Agreement)
and place  limitations  on the Company's  ability to make loans.  As of June 30,
2002, the Company was not in compliance with the minimum cash flow requirement.

The  Company  has a line of credit  agreement  with  Jackson  State  Bank  ("JSB
Agreement")  expiring  September  12, 2002,  which  provides for  collateralized
borrowings  of up to $500,000 at an  interest  rate of prime plus .875  percent.
Borrowings  under  the  JSB  Agreement  are  collateralized  by the  assets  and
improvements  of Flagg  Ranch.  The  Company  has  borrowed  $175,000 on the JSB
Agreement as of June 30, 2002.

The Company has an Agreement with an affiliated  company expiring  September 30,
2002,  which  provides  for  collateralized  borrowings  of up to $500,000 at an
interest  rate of prime plus .875  percent.  Borrowings  under the Agreement are
collateralized  by the assets and  improvements of Flagg Ranch.  The Company has
borrowed  $390,000 on this line of credit as of June 30, 2002.  The terms of the
Agreement contain, among other provisions,  requirements for maintaining minimum
cash flows (as defined in the Agreement) and place  limitations on the Company's
ability to make loans.  As of June 30, 2002,  the Company was not in  compliance
with the minimum cash flow requirement.




                                  Page 11 of 16

<PAGE>

                           PART II - OTHER INFORMATION


ITEM I.         Legal Proceedings

                The  Department  of Labor  ("DOL") has notified the Company,  on
                behalf of current and past employees,  that additional  overtime
                is due for the period beginning November 1, 1997.  Currently the
                Company  pays  overtime  for any  hours in excess of 48 during a
                one-  week  period.   The   Company,   as  well  as  other  Park
                concessioners in the area, have operated under an exemption that
                exists in the Fair Labor Standards Act. The DOL has claimed that
                this exemption does not apply due to conflicting language in the
                Contract Work Hours Safety Standard Act which requires  overtime
                to be paid to laborers  and  mechanics  working on a  government
                contract  after  40  hours  worked  during  a  week.  If the DOL
                prevails,  the estimate of the additional expense to the Company
                ranges from $40,000 to $60,000. While there is no guarantee, the
                Company  believes  it  will  not be  subject  to the  additional
                overtime payments.

ITEM 2.         Changes in Securities
                None.

ITEM 3.         Defaults upon Senior Securities
                None.

ITEM 4.         Submission of Matters to a Vote of Securities Holders
                None
..
ITEM 5.         Other Materially Important Events
                None

ITEM 6.         Exhibits and Reports on Form 8-K

                (a)      1.       Financial Statements                    Page

The following  financial  statements of  International  Leisure Hosts,  Ltd. are
included in Part I, Item 1:

                Condensed Consolidated Balance Sheets -
                June 30, 2002 (Unaudited) and March 31, 2002                2

                Condensed Consolidated Statements of Operations -
                Three months ended June 30, 2002 and 2001 (Unaudited)       3

                Condensed Consolidated Statements of Cash Flows-
                Three months ended June 30, 2002 and 2001 (Unaudited)       4

                Notes to Condensed Consolidated Financial Statements        5




                                  Page 12 of 16
<PAGE>

       3.       The following exhibits are incorporated by reference as
                indicated:
       3.1      By-Laws-Adopted  June 22,  1992 filed with Form 10-K dated March
                31, 1992
       3.2      Articles of  Incorporation-filed  with Form 10-K dated March 31,
                1986, pages 32-41
       10.1     United States  Department of the Interior  National Park Service
                Contract-filed with Form 10-Q dated December 31, 1989
       99.1     Certification  pursuant to 18 U.S.C.  Section  1350,  as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       99.2     Certification  pursuant to 18 U.S.C.  Section  1350,  as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002










                                  Page 13 of 16
<PAGE>

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



                        INTERNATIONAL LEISURE HOSTS, LTD.
                                  (REGISTRANT)




                                        /s/ ROBERT L. WALKER
                                    --------------------------------------------
DATE:  August 6, 2002               BY:     ROBERT L. WALKER
                                    Chairman and Chief Executive Officer


                                        /s/ MICHAEL P. PERIKLY
                                    --------------------------------------------
DATE:  August 6, 2002               BY:    MICHAEL P. PERIKLY
                                    President and Principal Financial Officer







                                  Page 14 of 16