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

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended SEPTEMBER 30, 2000
                                              ------------------

Commission File Number: 0-18201
                       --------



                             EQUIVEST FINANCE, INC.
                             ----------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                                            59-2346270
--------                                                            ----------
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                              Identification  No.)

100 Northfield Street, Greenwich, Connecticut                            06830
---------------------------------------------                            -----
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code:  (203) 618-0065

Securities registered pursuant to Section 12(b) of the Act:  None

Indicate by check mark whether the Company (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  Company  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

As of September 30, 2000, 28,089,722 shares of common stock of Equivest Finance,
Inc. were outstanding.

Transitional Small Business Disclosure Format. Yes [ ]   No [X]


<PAGE>



                     EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                    FORM 10-Q

                        QUARTER ENDED SEPTEMBER 30, 2000

                                      INDEX

PART I       FINANCIAL INFORMATION
------

Item 1.      Financial Statements
<TABLE>
<CAPTION>

<S>                                                                                                       <C>
             Consolidated Condensed Financial Information:
                  Consolidated Condensed Balance Sheets - September 30, 2000 (unaudited) and              3
                       December 31, 1999
                  Unaudited Consolidated Condensed Statements of Income  - Three Months Ended
                       September 30, 2000 and 1999                                                        4
                  Unaudited Consolidated Condensed Statements of Income  - Nine Months Ended
                       September 30, 2000 and 1999                                                        5
                  Unaudited Consolidated Statement of Equity Accounts                                     6
                  Unaudited Consolidated Condensed Statements of Cash Flow - Nine Months Ended
                       September 30, 2000 and 1999                                                        7
                  Notes to Consolidated Condensed Financial Statements                                    8

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                                                         15

Item 3.      Quantitative and Qualitative Disclosures About Market Risk                                  29



PART II      OTHER INFORMATION
-------

Item 1.      Legal Proceedings                                                                           30

Item 2.      Changes in Securities and Use of Proceeds                                                   30

Item 3.      Defaults Upon Senior Securities                                                             30

Item 4.      Submission of Matters to a Vote of Security Holders                                         30

Item 5.      Other Information                                                                           30

Item 6.      Exhibits and Reports on Form 8-K                                                            30


SIGNATURES





<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                     EQUIVEST FINANCE, INC. and SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                                              September 30,           December 31,
                                                                                   2000                   1999
                                                                           ---------------------  ---------------------
                                                                                 Unaudited
ASSETS
<S>                                                                         <C>                    <C>
   Cash and cash equivalents                                                $         2,153,825    $         8,010,888
   Receivables, net                                                                 265,844,922            247,081,791
   Investment in real estate joint venture                                                  -0-              4,415,780
   Inventory                                                                         95,259,273             87,925,117
   Property and equipment, net                                                       17,075,423             18,122,843
   Goodwill, net                                                                     40,332,160             41,374,002
   Other assets                                                                      15,907,656             10,055,233
                                                                            --------------------   --------------------

                                                             TOTAL ASSETS   $       436,573,259    $       416,985,654
                                                                            ====================   ====================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Accounts payable                                                         $        10,194,740    $         6,288,195
   Accrued expenses and other liabilities                                            27,242,903             20,832,657
   Income taxes                                                                      25,249,954             25,144,701
   Notes payable                                                                    289,858,760            289,357,773
                                                                            --------------------   --------------------
                                                        TOTAL LIABILITIES           352,546,357            341,623,326

CONTINGENCIES, COMMITMENTS
AND LIQUIDITY

STOCKHOLDERS' EQUITY
   Cumulative Redeemable Preferred Stock--Series 2 Class A, $3 par value; 15,000
     shares authorized,
     10,000 shares outstanding; $10,000,000 liquidation value                           30,000                 30,000
   Common Stock, $.01 par value; 50,000,000
     shares authorized; 28,089,722 shares outstanding                                  280,897                280,897
   Additional paid in capital                                                       62,246,553             62,246,553
   Retained earnings                                                                21,469,452             12,804,878
                                                                            -------------------    -------------------
                                            TOTAL STOCKHOLDERS' EQUITY              84,026,902             75,362,328
                                                                            -------------------   --------------------

                            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $      436,573,259    $       416,985,654
                                                                            ===================  =====================

     See Accompanying Notes To Consolidated Condensed Financial Statements.


                                       3

<PAGE>


                                                     EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


                                                          Three Months Ended September 30,
                                                          --------------------------------
                                                           2000                   1999
                                                           ----                   ----
REVENUE

<S>                                                 <C>                    <C>
    Timeshare interval sales                        $   31,567,724         $   11,889,372
    Interest                                             9,967,046              6,422,072
    Resort operations                                    6,669,592              6,674,306
    Other income                                           228,873                690,759
                                                    ---------------        ---------------
                                                        48,433,235             25,676,509
                                                    ---------------        ---------------

COSTS AND EXPENSES

    Interest                                             6,505,115              3,396,200
    Cost of timeshare intervals sold                     7,872,766              2,853,547
    Sales and marketing                                 14,912,082              5,202,075
    Resort management                                    5,050,505              6,098,748
    Depreciation and amortization                        1,194,189                608,157
    Provision for doubtful receivables                   2,509,332                620,599
    General and administrative                           4,184,274              1,910,387
                                                    ---------------        ---------------

                                                        42,228,263             20,689,713
                                                    ---------------        ---------------

INCOME BEFORE PROVISION FOR INCOME TAXES                 6,204,972              4,986,796

PROVISION FOR INCOME TAXES                               2,675,000              2,075,000
                                                    ---------------        ---------------

NET INCOME                                          $    3,529,972         $    2,911,796
                                                    ===============        ===============


Basic earnings per common share                     $         0.12         $         0.11
                                                    ===============        ===============

Diluted earnings per common share                   $         0.12         $         0.11
                                                    ===============        ===============


     See Accompanying Notes To Consolidated Condensed Financial Statements.

                                       4

<PAGE>

                                                     EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)


                                                               9 Months Ended September 30,
                                                               ----------------------------
                                                               2000                  1999
                                                               ----                  ----
REVENUE

<S>                                                        <C>                  <C>
           Timeshare interval sales                        $  77,761,867        $  28,232,866
           Interest                                           28,900,754           18,009,170
           Resort operations                                  19,339,515           14,016,003
           Other income                                        1,009,897            1,335,047
                                                           --------------       --------------

                                                             127,012,033           61,593,086
                                                           --------------       --------------

COSTS AND EXPENSES

           Interest                                           19,026,296            8,846,346
           Cost of timeshare intervals sold                   18,934,882            6,747,271
           Sales and marketing                                36,769,024           12,172,073
           Resort management                                  14,012,687           12,092,083
           Depreciation and amortization                       3,577,716            2,207,154
           Provision for doubtful receivables                  6,198,559            1,449,919
           General and administrative                         13,428,295            5,749,126
                                                           --------------       --------------

                                                             111,947,459           49,263,972
                                                           --------------       --------------

INCOME BEFORE PROVISION FOR INCOME TAXES                      15,064,574           12,329,114

PROVISION FOR INCOME TAXES                                     6,400,000            5,075,000
                                                           --------------       --------------

NET INCOME                                                 $   8,664,574        $   7,254,114
                                                           ==============       ==============


Basic earnings per common share                                    $0.29                $0.27
                                                           ==============       ==============

Diluted earnings per common share                                  $0.29                $0.26
                                                           ==============       ==============


     See Accompanying Notes To Consolidated Condensed Financial Statements.

                                       5

<PAGE>

                                                     EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF EQUITY ACCOUNTS (UNAUDITED)
                                                      NINE MONTHS ENDED SEPTEMBER 30, 2000


                                                 Redeemable
                                                 Preferred
                                                Stock-Series 2                                   Additional        Retained
                                   Total           Class A      Common Shares    Stock Amount  Paid in Capital     Earnings
                                -------------    -----------    --------------    ----------   --------------   --------------
<S>                             <C>              <C>               <C>            <C>          <C>              <C>
Balances at December 31, 1999   $ 75,362,328     $   30,000        28,089,722     $ 280,897    $  62,246,553    $  12,804,878

Net Income                         8,664,574                                                                        8,664,574
                                -------------    -----------    --------------    ----------   --------------   --------------

Balances at September 30, 2000   $84,026,902     $   30,000        28,089,722     $ 280,897    $  62,246,553    $  21,469,452
                                =============    ===========    ==============    ==========   ==============   ==============




     See Accompanying Notes To Consolidated Condensed Financial Statements.


                                       6


<PAGE>



                                                 EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

                                                                                       Nine Months Ended September 30,
                                                                                       -------------------------------
                                                                                             2000               1999
                                                                                       ---------------     -------------

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
<S>                                                                                    <C>               <C>
   Net Income                                                                          $    8,664,574    $     7,254,114
   Adjustments  to  reconcile  net  income  to net cash
     provided  by  operating  activities:
      Amortization and depreciation                                                         3,577,716          2,207,154
      Provision for doubtful receivables                                                    6,198,559          1,449,919
      Changes in assets and liabilities, net of
        effects from purchase of KGI (1999)
        Other assets                                                                       (2,310,185)        (1,206,511)
        Inventory                                                                          (2,918,376)          (580,426)
        Accounts payable and accrued expenses                                               5,187,929          2,790,947
                                                                                       ---------------   ----------------
                                           NET CASH PROVIDED BY OPERATING ACTIVITIES       18,400,217         11,915,197

CASH FLOWS USED IN INVESTING ACTIVITIES
   Increase in receivables, net                                                           (19,804,973)       (23,223,795)
   Purchase of equipment                                                                     (201,960)          (716,892)
   Investment in joint venture                                                                     --         (1,231,054)
   Partial payment on purchase of KGI, net of cash acquired of $762,706
                                                                                                   --         (1,941,492)
                                                                                       ---------------   ----------------
                                               NET CASH USED IN INVESTING ACTIVITIES      (20,006,933)       (27,113,233)

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
   Repayments on loans  receivable - related party                                                 --            595,634
   Proceeds from notes payable                                                            185,081,232         78,258,000
   Payments on notes payable                                                             (184,580,246)       (58,355,384)
   Restricted cash                                                                         (4,751,333)        (1,134,130)
   Payments on non-recourse notes payable                                                          --         (1,758,140)
                                                                                       ---------------   ----------------
                                NET CASH  (USED IN) PROVIDED BY FINANCING ACTIVITIES      (4,250,347)         17,605,980
                                                                                       ---------------   ----------------
                                                         (DECREASE) INCREASE IN CASH      (5,857,063)          2,407,944
                                                                                       ---------------   ----------------


Cash and cash equivalents at beginning of period                                            8,010,888          3,486,720
                                                                                       ---------------   ----------------
                                          CASH AND CASH EQUIVALENTS AT END OF PERIOD   $    2,153,825    $     5,894,664
                                                                                       ===============   ================

Supplemental Cash Flow Information:
      Interest paid                                                                    $   19,141,063    $     8,738,764
                                                                                       ===============   ================

      Income taxes paid                                                                $    3,844,661    $     4,093,433
                                                                                       ===============   ================

Supplemental Schedule of Non-cash Investing Activity:
      Reclassification of investment in joint venture to inventory as a result of
      foreclosure                                                                      $    4,415,780    $           -0-
                                                                                       ===============   ================
</TABLE>


     See Accompanying Notes To Consolidated Condensed Financial Statements.


                                       7

<PAGE>

                             EQUIVEST FINANCE, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.         Basis of Presentation

           The accompanying  consolidated condensed interim financial statements
as of September 30, 2000 and for the  three-month  and nine-month  periods ended
September  30, 2000 and 1999 have been  prepared in  accordance  with  generally
accepted  accounting  principles for interim financial  information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly,  these
statements  do not  include all of the  information  and  footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  accruals)
considered necessary for fair presentation have been included. Operating results
for the  three-month  and  nine-month  periods ended  September 30, 2000 are not
necessarily  indicative of the results  expected for the year ended December 31,
2000.  For  further  information,  please  refer to the  consolidated  financial
statements  and  footnotes  thereto  included in Equivest  Finance,  Inc.'s (the
"Company") Form 10-KSB for the year ended December 31, 1999.

           Principles of Consolidation

           The  accompanying   consolidated  financial  statements  include  the
accounts of the Company  and its  subsidiaries,  Resort  Funding,  Inc.  and its
subsidiary,  BFICP Corporation  (collectively,  "Resort  Funding"),  EFI Funding
Company,  Inc., EFI Development  Funding,  Inc., Equivest Capital Funding,  Inc.
(inactive),  Resort Marketing  Services,  Inc., Mirror Lake  Development,  Inc.,
Mirror Lake Realty,  Inc.,  Eastern Resorts  Corporation  and its  subsidiaries,
Eastern  Resorts   Company,   LLC  and  Long  Wharf  Marina   Restaurant,   Inc.
(collectively,  "Eastern Resorts");  Bluebeard's Castle,  Inc., and subsidiaries
thereof, Castle Acquisition,  Inc., Avenue Plaza LLC, Ocean City Coconut Malorie
Resort,  Inc.,  St.  Augustine  Resort  Development  Group,  Inc.  and  Equivest
Washington,  Inc., Equivest St. Thomas, Inc., Equivest Maryland,  Inc., Equivest
Florida,  Inc.,  and Equivest  Louisiana,  Inc.,  (all of which were acquired or
created in  connection  with the  acquisition  by the  Company of six  timeshare
vacation resorts, one resort development site, management contracts and consumer
notes receivable from Kosmas Group International, Inc. ( ("KGI") in March 1999);
Peppertree Resorts Ltd., and its subsidiaries,  Peppertree Resort Villas,  Inc.,
Peppertree  Resorts  Vacation Club,  Inc.,  Peppertree  Vacation Club, Inc., and
Peppertree  Resorts  Management,  Inc. (all of which were acquired in connection
with the  acquisition  by the  Company of fifteen  timeshare  vacation  resorts,
management contracts and consumer notes receivable from Peppertree Resorts, Ltd.
(("Peppertree  Resorts") in November 1999);  and Equivest Texas,  Inc, which was
created  in  connection  with  the  acquisition  by  the  Company  of  a  resort
development  site on May 3, 2000.  All  significant  intercompany  balances  and
transactions have been eliminated in consolidation.

B.         Summary of Significant Accounting Policies

           Use of Estimates

           The  preparation  of these  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
disclosures  of contingent  assets and  liabilities at the date of the financial
statements,  and the reported  amounts of revenues and costs and expenses during
the reporting period. Actual results could differ from the Company's estimates.


                                       8

<PAGE>

           Inventory and Cost of Timeshare Intervals Sold

           Inventory  is stated at the lower of cost or market and  consists  of
timeshare  intervals held for sale and construction in progress of new timeshare
units,  including the cost of land for future timeshare  units.  These costs are
charged to cost of property  sold based upon the  relative  sales  values of the
intervals sold. Intervals reacquired are placed back into inventory at the lower
of their original historical cost basis or market value.

           Property and Equipment

           Property and equipment  (including equipment under capital lease) net
of  accumulated   depreciation,   are  stated  at  cost.  The  Company  computes
depreciation  using the straight-line  method over the estimated useful lives of
the assets, which have been estimated as follows:

                     Buildings and improvements            5-40 years
                     Furniture and equipment               3-7 years

           Earnings Per Share

           Pursuant  to SFAS 128, a  reconciliation  of the  numerators  and the
denominators of the basic and diluted per-share computation follows:

<TABLE>
<CAPTION>
                                                                                  For the Quarter Ended September 30, 2000

                                                                           Income                   Shares              Per-Share
                                                                         (Numerator)              (Denominator)           Amount
                                                                         -----------              -------------         ---------
<S>                                                                       <C>                        <C>                   <C>
     Net Income                                                           $3,529,972
     Less: Preferred Stock dividends                                       (150,000)
                                                                        ------------

     Basic earnings per share:
       Income available to common stockholders                             3,379,972                 28,089,722            $.12
                                                                                                                           ====

     Effect of dilutive securities:
       Stock options                                                                                    256,098
                                                                        ------------                -----------

     Diluted earnings per share:
       Income available to common stockholders
         plus assumed conversions                                         $3,379,972                 28,345,820            $.12
                                                                         ===========                ===========            ====

                                                                                      For the Quarter Ended September 30, 1999

                                                                           Income                   Shares              Per-Share
                                                                         (Numerator)              (Denominator)           Amount
                                                                         -----------              -------------         ---------
     Net Income                                                           $2,911,796
     Less: Preferred Stock dividends                                       (150,000)
                                                                        ------------

     Basic earnings per share:
       Income available to common stockholders                            2,761,796                  25,688,351            $.11
                                                                                                                           ====

     Effect of dilutive securities:
       Warrants                                                                                          87,117
       Stock options                                                                                    410,848
                                                                         ------------               -----------

     Diluted earnings per share:
       Income available to common stockholders
         plus assumed conversions                                        $2,761,796                  26,186,316            $.11
                                                                         ===========                ===========            ====


                                       9

<PAGE>

                                                                           For the Nine Months Ended September 30, 2000

                                                                           Income                   Shares              Per-Share
                                                                         (Numerator)              (Denominator)           Amount
                                                                         -----------              -------------         ---------
     Net Income                                                           $8,664,574
     Less: Preferred Stock dividends                                       (450,000)
                                                                        ------------

     Basic earnings per share:
       Income available to common stockholders                             8,214,574                 28,089,722            $.29
                                                                                                                           ====

     Effect of dilutive securities:
       Stock options                                                                                    256,098
                                                                          -----------               ------------

     Diluted earnings per share:
       Income available to common stockholders
         plus assumed conversions                                        $ 8,214,574                  28,345,820            $.29
                                                                         ===========                 ===========            ====

                                                                            For the Nine Months Ended September 30, 1999

                                                                           Income                   Shares              Per-Share
                                                                         (Numerator)              (Denominator)           Amount
                                                                         -----------              -------------         ---------
     Net Income                                                           $7,254,114
     Less: Preferred Stock dividends                                       (450,000)
                                                                        ------------

     Basic earnings per share:
       Income available to common stockholders                            6,804,114                  25,528,607            $.27
                                                                                                                           ====

     Effect of dilutive securities:
       Warrants                                                                                          88,077
       Stock options                                                                                    414,461
                                                            --------------                          -----------

     Diluted earnings per share:
       Income available to common stockholders
         plus assumed conversions                                         $6,804,114                 26,031,145            $.26
                                                                          ==========                ===========            ====
</TABLE>


           Redeemable Preferred Stock

           At September 30, 2000, the cumulative undeclared and unpaid dividends
amount to $1,350,000.


           SFAS No. 133 -  Accounting  for  Derivative  Instruments  and Hedging
Activities

           In  June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting Standard No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities" ("SFAS No. 133"). SFAS No. 133, as amended,
is effective for fiscal years  beginning after June 15, 2000 and will be adopted
for the  period  beginning  January  1, 2001.  SFAS No.  133  requires  that all
derivative  instruments  be recorded  on the balance  sheet at their fair value.
Changes in the fair value of the derivatives are recorded each period in current
earnings or other  comprehensive  income  depending on whether a  derivative  is
designated  as part of a hedge  transaction,  and if it is,  the  type of  hedge
transaction. The Company currently has no derivative instruments.

           Reclassifications

           Certain  amounts for the three months and nine months ended September
30,  1999  have  been   reclassified   to  be  consistent  with  the  year  2000
classifications.



                                       10

<PAGE>


C.         Contingencies, Commitments and Liquidity

           The Company's primary credit facility is a $150 million facility with
DG Bank Deutche Genossenschaftsbank AG ("DG Bank") as Agent for Autobahn Funding
Company  LLC ("DG Credit  Facility").  The  facility  went into place in January
2000,  replacing the $75 million receivables line from November 1997 with Credit
Suisse First Boston Mortgage Capital LLC ("CSFB").  The DG Credit Facility has a
committed term of five years, with an interest rate based on lender's commercial
paper rate plus 135 basis points.  Financing is through a special purpose entity
wholly owned by the Company which purchases receivables from the Company for use
as pledged  collateral to bank loans.  As of September  30, 2000,  the DG Credit
Facility had an outstanding balance of $128.3 million.

           In September 1999, Finova Capital  Corporation  ("Finova") extended a
$20.0 million  revolving  credit  facility to the Company for third party loans.
The  outstanding  balance of this  facility  as of  September  30, 2000 was $4.5
million.  In May 2000, Finova extended an additional $30 million facility to the
Company for use in financing  its own resorts.  As of  September  30, 2000,  the
outstanding  balance on the $30 million  facility was $5.5  million.  Finova has
advised the Company that it is not presently able to honor its commitments under
either  credit  line  beyond  the two  projects  funded  to date  due to its own
liquidity issues. Though the Company believes that Finova is obligated to resume
lending  under the two  facilities,  it does not know  whether or when  Finova's
financial condition will enable it to honor its obligations.

           In November 1999, the Bank of America,  N.A. extended a $20.7 million
bridge loan facility to the Company for the  acquisition of Peppertree  Resorts.
As of September 30, 2000, the outstanding loan balance was $16.8 million.  As of
November 19, 2000, Bank of America and the Company agreed in principal to extend
this  facility to February 17, 2001,  and certain  other terms of the  agreement
were modified.  Under the revised  agreement,  the Company is continuing to make
fixed principal payments of $300,000 per month.

           During the term of this  extension  the Company  anticipates  that it
will be discussing with Bank of America the terms of a longer-term  extension of
this  bridge  facility.  There can be no  assurance  that an  agreement  will be
reached  before the  expiration  of the extended  maturity  date of February 17,
2001.

           The  Company  had total  indebtedness  to CSFB on October 31, 2000 of
$46.7 million. Of this amount, $18.6 million relates to a revolving  acquisition
and development financing line that is in an amortization phase, $2.1 million is
outstanding as part of a loan extended to the Company by CSFB in connection with
the  purchase  of  Eastern  Resorts  Corporation,   $13.6  million  is  mortgage
indebtedness  relating to the Avenue Plaza Hotel and Pro Spa in New Orleans,  LA
and $12.4  million is  mortgage  indebtedness  relating to the  Company's  three
hotels located in St. Thomas,  USVI. Of this total amount $20.7 million  matures
on November 20,  2000.  CFSB has agreed that it will extend the maturity of this
indebtedness  until January 5, 2001 to permit  further  discussions  regarding a
longer term extension.  The Avenue Plaza loan matures December 31, 2000, and the
St. Thomas loan matures on August 11, 2001.

           The CSFB  credit  lines are all  secured  except for a portion of the
debt relating to the Eastern  Resorts  acquisition.  The A&D line,  and both the
Avenue  Plaza and St.  Thomas  mortgage  loans,  are all  subject  to  principal
repayment  through  release fees  relating to timeshare  sales.  The Company has
repaid approximately $88 million in total to CSFB during 2000 to date.

           The Company and CSFB are in  discussions  concerning  an extension of
all the  Company's  indebtedness.  CSFB has agreed to extend the maturity of the
debt  due on  November  19,  2000 to  January  5,  2001.  CSFB has  indicated  a
willingness to discuss a longer term extension of its outstanding  debt prior to
January,  2001. However, there is no assurance that an agreement will be reached
with CSFB concerning a longer term extension of the Company's  indebtedness,  or
if an extension is agreed,  what the duration of any such longer term extensnion
will be, or the cost thereof.


                                       11

<PAGE>


           As of September  30, 2000 the  Company's  accounts  payable  exceeded
$10.2 million.  The balance of accounts payables has increased  approximately $4
million  since the end of 1999.  The  majority  of this  increase  is due to the
operational  results at Peppertree  Resorts for the nine months ending September
30, 2000. During the quarter the Company closed several smaller Peppertree sales
centers,  eliminated  one  Peppertree  telemarketing  center  and  significantly
reduced  head  count in  Peppertree  as part of its  ongoing  program to improve
profitability and liquidity.


                                       12

<PAGE>

D.         Segment Information

           Financial  information  with  respect  to the  financing  and  resort
development  segments  in which the  Company  operates  follows  for the periods
indicated:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                            Financing          Resort Development             Total
------------------------------------------------------------------------------------------------------------------------
Three months ended September 30, 2000:
------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>                     <C>
    Revenues from external customers                        $ 10,160,507           $ 38,272,728            $ 48,433,235
------------------------------------------------------------------------------------------------------------------------
    Intersegment revenues                                        247,051                     --                 247,051
------------------------------------------------------------------------------------------------------------------------
    Segment Profit                                             1,535,244              5,316,376               6,851,620
------------------------------------------------------------------------------------------------------------------------
   Reconciliation  of total segment profit
   to consolidated  income before income
   taxes:
------------------------------------------------------------------------------------------------------------------------
   Total segment profit                                                                                       6,851,620
------------------------------------------------------------------------------------------------------------------------
    Unallocated corporate expenses                                                                            (646,648)
------------------------------------------------------------------------------------------------------------------------
   Consolidated income before
   provision for income taxes
                                                                                                              6,204,972
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Three months ended September 30, 1999:
------------------------------------------------------------------------------------------------------------------------
    Revenues from external customers                        $  7,001,259           $ 18,675,250            $ 25,676,509
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
    Intersegment revenues                                      1,203,694                     --               1,203,694
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
    Segment Profit                                             3,518,746              1,735,842               5,254,588
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Reconciliation  of total  segment
  profit to consolidated income before income taxes:
------------------------------------------------------------------------------------------------------------------------
   Total segment profit                                                                                       5,254,588
------------------------------------------------------------------------------------------------------------------------
   Unallocated corporate expenses                                                                            (267,792)
------------------------------------------------------------------------------------------------------------------------
Consolidated income before provision for income taxes
                                                                                                              4,986,796
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------




                                       13
<PAGE>










--------------------------------------------------------------------------------------------------------------------------
                                                               Financing         Resort Development            Total
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, 2000:
--------------------------------------------------------------------------------------------------------------------------
    Revenues from external customers                           $ 29,700,348          $ 97,311,685           $ 127,012,033
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
    Intersegment revenues                                           971,273                    --                 971,273
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
    Segment Profit                                                5,332,566            12,017,561              17,350,127
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
   Reconciliation of total segment profit
   to consolidated  income before income
   taxes:
--------------------------------------------------------------------------------------------------------------------------
   Total segment profit                                                                                        17,350,127
--------------------------------------------------------------------------------------------------------------------------
    Unallocated corporate expenses                                                                             (2,285,553)
--------------------------------------------------------------------------------------------------------------------------
   Consolidated income before
   provision for income
   taxes                                                                                                       15,064,574
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, 1999:
--------------------------------------------------------------------------------------------------------------------------
    Revenues from external customers                           $ 19,189,342          $ 42,403,744            $ 61,593,086
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
    Intersegment revenues                                         1,630,609                    --               1,630,609
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
    Segment Profit                                                8,352,737             5,035,561              13,388,298
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
Reconciliation  of total segment profit to
  consolidated  income before income taxes:
--------------------------------------------------------------------------------------------------------------------------
   Total segment profit                                                                                        13,388,298
--------------------------------------------------------------------------------------------------------------------------
    Unallocated corporate expenses                                                                             (1,059,184)
--------------------------------------------------------------------------------------------------------------------------
Consolidated income before
provision for income taxes                                                                                     12,329,114
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       14

<PAGE>

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

                           Forward-looking Statements

           Certain matters discussed or incorporated herein by reference contain
forward-looking  statements.  These  statements  may be identified by the use of
words or phrases such as "believe," "expect," "anticipate," "should," "planned,"
"estimated,"  and  "potential."  Forward-looking  statements  are  based  on the
Company's current expectations.  The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for such forward-looking  statements.  In order to
comply with the terms of the safe  harbor,  the Company  notes that a variety of
factors could cause actual results and experience to differ  materially from the
anticipated  results or other  expectations  expressed  in such  forward-looking
statements.  These factors include,  among others, general economic and business
conditions,  industry trends, changes in business strategy or development plans,
availability  and quality of  management,  adverse  weather  conditions or other
natural causes affecting any of the Company's sales centers,  costs of marketing
programs, including no-show rates among tour guests and price increases by third
party tour  vendors,  a downturn in the real estate cycle or other factors which
result  in lower  sales of  vacation  ownership  interests,  possible  financial
difficulties  of one or  more of the  developers  with  whom  the  Company  does
business  (such as the risk of  carrying  non-performing  assets  or  losses  if
defaulted loans prove to have insufficient collateral backing),  fluctuations in
interest  rates,  increases  in fees  or  interest  costs  associated  with  the
Company's  indebtedness,  availability  of adequate  liquidity,  prepayments  by
consumers of indebtedness, prepayments by developers, inability of developers to
honor replacement obligations for defaulted consumer notes, and competition from
organizations with greater financial resources.


                                       15

<PAGE>



                      THREE MONTHS ENDED SEPTEMBER 30, 2000
                September 30, 2000 Compared to September 30, 1999


Net Income


           Total revenue rose 89% to $48.4 million for the third quarter of 2000
as compared to $25.7  million for the same time period in 1999.  Total  expenses
increased 104% from $20.7 million for the third quarter of 1999 to $42.2 million
for the same time  period in 2000.  Income  before  provision  for income  taxes
increased 24% to $6.2 million for the three months ended  September 30, 2000, as
compared to $5.0 million for the same period in 1999.  Net income  increased 21%
to $3.5 million for the three months ended  September 30, 2000 from $2.9 million
for the same period in 1999.

           During the quarter  ended  September  30, 2000,  sales and  marketing
expense  increased 187% to $14.9 million from $5.2 million for the third quarter
of 1999.  In addition to the increase in sales and marketing  expense,  interest
expense,  cost of timeshare intervals sold,  provision for doubtful  receivables
and  general  and  administrative  costs  contributed  to the  increase in total
expense.  The increase in both  revenues and  expenses,  and to a  significantly
lower  extent,  the increase in net income,  is due to the addition of operating
results associated with the acquisition of Peppertree Resorts,  Ltd. and certain
of its affiliates  ("Peppertree") in November of 1999, and to a lesser degree to
the  acquisition  of  Riverside  Suites on May 3,  2000.  Revenue  and  expenses
relating  to two  earlier  acquisitions,  those of Eastern  Resorts in August of
1998, and several properties  formerly owned by Kosmas Group  International (the
"KGI"  properties) in March of 1999, are included in the figures for the quarter
ended September 30, 1999.

           Since the  Peppertree  acquisition  in November  1999,  the sales and
marketing  program of  Peppertree  has operated at a  significantly  higher cost
level,  as a percentage of vacation  ownership  interval  ("VOI") sales revenue,
than the Company's  non-Peppertree sales centers.  Sales commissions,  marketing
expenses  and  overhead  costs  as a  percentage  of VOI  sales  have  all  been
considerably  higher at Peppertree  sales  centers than at the  Company's  sales
centers in other  locations.  Average price per sale and revenue per customer or
overall efficiency, have also been lower at the former Peppertree sales centers.
The  Company is  continuing  its  efforts  to reduce  Peppertree's  higher  cost
structure  and higher  cost per tour and to bring these costs into line with the
Company's non-Peppertree sales centers.

           During the first  quarter  of 2000,  Peppertree  sales and  marketing
costs were 50.9% of VOI sales, compared to 43.5% for the non-Peppertree resorts.
During the second and third quarter,  Peppertree  sales and marketing costs rose
to 52.3% and 56.1%, respectively,  compared to sales and marketing costs for the
Company's  non-Peppertree resorts of 44.0% and 39.2%,  respectively.  Throughout
the  first  three  quarters  of 2000 the  Company  specifically  sought to bring
Peppertree's  marketing  costs into line with the Company's  experience at other
locations,  though  the  Company  unsuccessfully  attempted  to make  such  cost
reductions  through the former Peppertree  senior managers.  At the beginning of
June 2000, the Company  replaced the former  director of sales and marketing for
Peppertree,  and the former  Peppertree Chief Financial Officer left the Company
at the same time. The Company also began to reduce  staffing levels both in call
centers and at individual sales centers of Peppertree.  Sales commission levels,
the  number of  managerial  staff in sales  centers  and  regional  headquarters
staffing in  Asheville,  NC have also all been  reduced,  along with other steps
designed to reduce excessive Peppertree costs. The Company does not know whether
cost levels equal to the historic levels experienced at the non-Peppertree sales
centers  will be  achieved,  or if so,  when this will occur.  While  Peppertree
operations  have been  profitable for the nine months ended  September 30, 2000,
and for the three months ended  September 30, 2000,  the pretax profit margin on
Peppertree revenues has been lower than most other operations of the Company.


                                       16

<PAGE>

VOI Sales

           VOI sales  revenues  increased  166% to $31.6  million  for the third
quarter of 2000, or 65% of total  revenues from $11.9  million,  or 46% of total
revenue, for the same time period in 1999. The increase in VOI sales revenues is
largely due to the impact of the Peppertree acquisition,  and to a lesser degree
to the Riverside Suites acquisition and increased sales volume at certain resort
locations.  VOI sales  revenues at the resorts the Company owned as of September
30, 1999  increased  23% to $14.6  million for the third  quarter of 2000,  from
$11.9 for the same period in 1999,  while  Peppertree and Riverside Suites sales
revenues represented an increase of $15.0 million and $2.0 million, respectively
for the third  quarter of 2000.  During the third  quarter of 2000,  the Company
sold 1,427  fixed-week  VOI's and 1,298 points  packages,  at a combined average
sales price of approximately  $11,600.  The total increase in VOI sales revenues
for the  third  quarter  of 2000  reflected  a 24%  increase  in the  number  of
fixed-week  VOIs sold,  and a 12%  increase in the average  sales price of a VOI
compared to the same quarter of 1999.

           The Company now owns or manages 30 timeshare  resort locations with a
completed  VOI  inventory of  approximately  27,610 VOI's at September 30, 2000.
This represented an aggregate gross sales value of more than $320 million at the
average sales price per interval  during the quarter  ended  September 30, 2000.
The Company  operates  twelve  sales  centers,  five of which sell points in the
Company's vacation club rather than traditional VOIs.

           The  following  tables sets forth the number of  timeshare  intervals
sold and the average sales price per timeshare interval:

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                   September 30,               September 30,
                                                         2000                          1999
                                                  --------------------          ---------------
<S>                                                        <C>                      <C>
Timeshare intervals sold                                   2,725                    1,154
Average Sales Price                                      $11,600                  $10,370
Number of VOI's in inventory at period end                27,610                   24,500
</TABLE>

           As a result  of the  Peppertree  acquisition,  five of the  Company's
sales centers sell points in its vacation club rather than traditional timeshare
weeks. Pricing policies for club points involve a greater range of variation due
to different  sizes of points  packages  than prices for fixed or floating  week
VOI's.  Therefore,   statistics  concerning  "average  sales  price"  no  longer
correlate directly to prior measures of average sale price. Similarly,  sales of
biennial  VOI's are counted as sale of an interval,  though the customer  pays a
lower absolute  price for his or her alternate  year usage rights.  Inclusion of
biennial  sales tends to lower the average sales price per interval,  though the
available number of VOIs in inventory would be much greater if used as biennials
rather  than as whole  weeks or their  equivalent  in  points.  Based on all the
foregoing factors, the stated average sales price per timeshare interval may not
reflect fully the actual  revenues  received for each equivalent to a whole week
of resort usage.

Interest Income

           Interest income includes interest earned from the Company's  consumer
receivable  portfolio and interest  earned from the  Company's  third party loan
portfolio.  Interest income increased 55% to $10.0 million for the third quarter
of 2000 from $6.4  million  for the same time period in 1999,  primarily  due to
higher average  outstanding  balances on the loan portfolio of approximately $75
million  for the third  quarter  of 2000.  In  addition,  the  weighted  average
interest rate on the loan portfolio  increased  approximately  140 basis points.
The  increase in the  portfolio  was due  principally  to the  addition of owned
resort's  existing  portfolios  and continued  growth of the owned consumer loan
portfolio.  Third  party  hypothecation  loans  also  increased  in size and the
weighted average interest rate increased.



                                       17
<PAGE>

           The rate of consumer  loan  originations  relating to  purchasers  of
VOI's in the Company's  own resorts  increased  significantly.  VOI sales in the
third quarter of 2000 were $31.6 million,  which generated  approximately  $26.2
million in new consumer loans.  During the comparable quarter of 1999, VOI sales
were only $11.9  million,  which  generated  approximately  $9.1  million in new
consumer loan originations.

           Interest  income related to the consumer loan portfolio  increased to
93% of total interest  income for the third quarter of 2000,  compared to 80% of
interest  income  for the  same  period  in 1999.  The  percentage  increase  is
primarily  due to higher  average  outstanding  balances  of the owned  consumer
portfolio,  and to a lesser degree to declining average outstanding  balances of
acquisition, development, and construction loans ("A&D Loans").

           Interest  on A&D Loans  decreased  49% to $0.7  million for the third
quarter  of 2000 from $1.3  million  for the same  period in 1999,  due to lower
average  outstanding  balances of A&D loans.  Third party A&D Loan  originations
declined 96% from $3.8 million for the third quarter of 1999 to $0.1 million for
the same period in 2000, while third party consumer loan receivable originations
declined  approximately  23% to $15.5 million for the third quarter of 2000 from
$20.2  million  for  the  third  quarter  of  1999.  The  decline  in  A&D  loan
originations is primarily attributable to a shift in the Company's strategy from
relying on third party A&D loans to building its own consumer loan portfolio and
to growing consumer loan originations from its own resort activities.

Resort Operations

           Resort  operations  revenue  totaled  $6.7 million for both the third
quarter  of 2000 and the  third  quarter  of 1999.  However,  resort  management
expenses as a percentage of resort operation  revenue decreased to 75.7% for the
third  quarter  of 2000  compared  with 91.4% for the same  period in 1999.  The
decline in resort management expense as a percentage of resort operation revenue
is in large part the result of the  addition of resort  properties  with greater
profit margins from resort management. In addition, resort management income and
related expense decreased at certain  locations due to management's  decision to
lease  certain  restaurant  locations to  independent  operators  and other cost
reduction measures.

Other Income

           Other income  decreased  67% to $0.2 million for the third quarter of
2000 as compared to $0.7 million for the same time period in 1999.  The decrease
in other  income is primarily  due to a decline  other  income  associated  with
acquisition properties and lower commitment fee income.

Provision For Doubtful Receivables

           The provision for doubtful receivables increased 304% to $2.5 million
for the third  quarter  of 2000 from $0.6  million  for the same time  period in
1999.  The increase in the  provision for doubtful  receivables  results in part
from the sharp increase in consumer receivables generated from the Company's own
resorts properties. However, the increase also reflects a decision by management
to increase the Company's  provisions for doubtful  receivables from 5.2% of VOI
sales  during the third  quarter  of 1999 to 7.9% of VOI sales  during the third
quarter of 2000.  This  increase  reflects  what the  Company's  Target  Reserve
Methodology  suggests is a more appropriate long term rate of provisioning.  The
increased  percentage  rate of provisioning  for doubtful  receivables in effect
during the third  quarter of 2000  increased  the dollar amount of provisions in
the third quarter of 2000 by  approximately  $0.9 million  compared with what it
would  have been  under the rate of  provisioning  in  effect  during  the third
quarter of 1999. The Company assumes all default risk for  receivables  relating
to purchases of VOI's in the Company's own resorts.  However,  the Company has a
right to put




                                       18
<PAGE>

defaulted  consumer  receivables  relating to consumer  purchases in third party
resorts to the third party developers.  Thus, as the proportion of the Company's
total  consumer loan  portfolio that relates to the Company's own resorts grows,
the  total  level of  provisioning  for  doubtful  receivables  relating  to the
Company's own sales becomes more significant.

           The Company has  established a Minimum  Target  Reserve for its owned
consumer loans based on the principal aging of the Consumer Loans. The following
list sets forth the target  reserve  level based on the aging of any given owned
consumer note receivable:

                     o     Current - 29 days past due      5%
                     o     30 - 59 days past due          10%
                     o     60 - 89 days past due          50%
                     o     90+ days past due              95%


           The  targeted  reserve  level is based on the  outstanding  principal
balance  of the  Consumer  loan less an  inventory  recapture  amount.  When the
Company believes that collectibility of a receivable is unlikely, that amount is
charged against the allowance for doubtful receivables. The following table sets
forth the allowance  for doubtful  accounts at September 30, 2000 as compared to
September 30, 1999:


                                       19
<PAGE>



                         Allowance for Doubtful Accounts
                                 (in thousands)

                                                            Quarter Ended
                                                        09/30/00      09/30/99
                                                        --------      --------
Allowance for doubtful accounts,
      Beginning of period                                10,804         6,632
Provision for loan losses                                 2,509           621
Charges to allowance for doubtful accounts               (3,200)         (439)
Recoveries                                                   63            -0-
                                                        ---------       -------
Allowance for doubtful accounts, end of period           10,176         6,814

As a % of total loans                                      3.7%           3.7%


           At September 30, 2000, the Company had total reserves (including over
collateralization  on the Hypothecation Loans) for its loan portfolio (including
consumer  receivable  and  acquisition  and  development  loans)  equal to $33.7
million or 12.1% of total  loans.  This  represented  a reserve  coverage  ratio
("RCR") of 4.1 times the $8.2 million of consumer  receivables that were 60 days
past due at September 30, 2000 on the entire consumer note receivable portfolio.
Included in this amount were total reserves and over  collateralization of $23.5
million  on third  party  consumer  receivables  or  approximately  20.0% of the
outstanding consumer receivables portfolio  attributable to third party resorts.
This  represented a RCR of 10.8 times the $2.2 million of such  receivables that
were 60 or more days past due at September 30, 2000.

           At September 30, 2000 the Company  maintained an aggregate  allowance
for doubtful  receivables of $10.2 million, or 6.9% of the outstanding  consumer
receivable  portfolio from owned resorts.  This  represented an RCR of 1.7 times
the  approximate  $6.0 million in consumer  receivables  from owned resorts that
were 60 days past due as of that date. The $10.2 million aggregate allowance for
doubtful  receivables  at  September  30,  2000  represented  an increase of 49%
compared  with $6.8 million at September  30,  1999.  This largely  reflects the
significant  increases  in reserves  required by the  Company's  target  reserve
methodology compared with reserving policies previously in effect at ERC, KGI or
Peppertree.  The  allowance  for  doubtful  accounts  is  maintained  at a level
believed  adequate by management based upon a monthly analysis of the receivable
portfolio.



                                       20

<PAGE>



           The  following  table sets  forth the  portfolio  performance  of the
consumer receivable portfolio at September 30, 2000:


                                Consumer Receivable Loan Portfolio
                                     As of September 30, 2000
                                           (In Thousands)

<TABLE>
<CAPTION>
                          Current           30 - 59 days        60 - 89 days           90+ days              Total
                          -------           ------------        ------------           --------              -----
<S>                       <C>                   <C>                  <C>                 <C>                <C>
Owned Resorts             $137,044              $3,748               $2,138              $3,882             $146,812
                             93.3%                 2.6%                1.5%                 2.6%              100.0%

Third Party (1)           $112,559              $3,138               $1,322                $867             $117,886
                             95.5%                 2.7%                 1.1%                0.7%              100.0%

Total                     $249,603              $6,886               $3,460              $4,749             $264,698
                             94.3%                 2.6%                1.3%                 1.8%              100.0%
</TABLE>

(1) Includes the  consumer  receivables  that  collateralize  the  hypothecation
loans.


           At September 30, 2000, 94.3% of the consumer receivable portfolio was
current,  and there were 829 notes with a principal balance of $4.7 million that
were over 91 days past due. Of this amount,  $3.9 million were notes relating to
the consumer receivables in the Company's resorts. With limited exceptions,  the
Company services the loans in its portfolio internally,  using its own personnel
and  facilities.  However,  loans owned by Peppertree are subject to a long-term
outsourcing  contract  for  collection  services  with an  affiliate of Interval
International,  Meridian  Financial  Services,  Inc.  To  date  the  collections
performance  of the  Peppertree  notes  subject to the  outsourcing  collections
contract  appears to be worse than the  historic  performance  of the  Company's
non-Peppertree notes.


Interest Expense

           Interest expense, net of capitalized  amounts,  increased 92% to $6.5
million for the third  quarter of 2000 as compared to $3.4  million for the same
time  period  in 1999.  The  increase  in  interest  expense  is a result of the
increased  borrowings  associated with the increased loan  portfolio,  increased
borrowings  associated  with the  acquisitions,  and an increase in the weighted
average  outstanding  interest rate. The average  outstanding  balance increased
approximately  $85  million,   while  the  weighted  average  interest  rate  on
outstanding  debt  increased from 7.1% for third quarter of 1999 to 8.7% for the
third quarter of 2000. The sharp increase in the weighted  average interest rate
on outstanding  debt is primarily  attributable to the assumption by the Company
of Peppertree debt with interest rates  significantly  higher than the Company's
average cost of funds. As outstanding Peppertree debt at higher rates is repaid,
the  Company's  weighted  average  cost of funds is expected to decline,  though
total  interest  expense  will  continue  to be driven by the  higher  amount of
outstanding debt.

           The Company has not  traditionally  hedged  against its interest rate
risk due to the wide  spread on its  receivables  and the speed  with  which new
originations  occur,  and  the  relatively  stable  interest  rate  environment.
However,  under the new $150 million DG Credit Facility,  the facility  requires
the


                                       21

<PAGE>

Company to hedge within the facility  once the interest rate spread has been
reduced to a certain  level.  This is currently the largest  financing  facility
that the Company maintains.

Cost of Timeshare Intervals Sold

           The cost of timeshare  intervals  sold for the third  quarter of 2000
totaled $7.9  million or 24.9% of VOI revenue,  compared to $2.9 million for the
third  quarter  of 1999,  or  24.0%  of VOI  revenue.  The  increase  in cost of
timeshare  intervals sold is primarily due to the inclusion of operating results
for  properties  acquired after the third quarter of 1999 and to a lesser extent
to increased sales volume.

Depreciation and Amortization

           Depreciation and  amortization  increased 96% to $1.2 million for the
third  quarter  of 2000  from $0.6  million  for the same  period  in 1999.  The
increase is primarily due to $0.3 million increase  associated with depreciation
expense, $0.2 million increase associated with goodwill amortization, and a $0.1
million  increase in debt related costs.  These increases are primarily a result
of the impact of the Peppertree acquisition the Company completed in 1999.

           Goodwill  amortization  increased  122% to $0.4 million for the third
quarter of 2000 from $0.2  million for the same  period in 1999 and  represented
36% of the increase.  Goodwill  associated  with the  Peppertree  acquisition is
approximately  $15 million and is being amortized over 20 years,  while goodwill
associated with Eastern Resorts is being amortized over 40 years.

           Depreciation of the properties  totaled $0.4 million and accounts for
53% of the increase in depreciation  and amortization  expense.  The increase in
depreciation is a result of a larger base of depreciable  assets relating to the
acquisition properties.

Sales And Marketing

           Sales and marketing  expense increased to $14.9 million for the third
quarter of 2000 from $5.2  million for the same time  period in 1999.  Sales and
marketing  expense  increased  to 47.2% as a  percentage  of VOI revenue for the
third  quarter  of 2000,  compared  to 43.8% for the same  period  in 1999.  The
increase in total sales and marketing expense is largely due to the inclusion of
operating results from Peppertree. During the third quarter of 2000 Peppertree's
sales and  marketing  expense as a percent of VOI sales was 56.1% as compared to
39.2% for the Company's  non-Peppertree  sales  centers  during the same period.
Peppertree sales centers currently experience a substantially higher cost level,
particularly  relating to tour costs, and operate at a lower efficiency in terms
of average  revenue  per guest,  than the  Company's  other sales  centers.  The
Company continues to introduce various  cost-reducing  measures,  though,  these
cost levels are likely to remain  higher  than the  Company's  historic  average
during the balance of 2000.  There is no assurance that the excessive  sales and
marketing costs at Peppertree will be corrected in 2000, or thereafter.

Resort Management

           Resort management  expense for the third quarter of 2000 totaled $5.1
million,  or 75.7% of resort operations  revenue,  as compared $6.1 million,  or
91.4% of resort  operations  revenue,  for the  comparable  period in 1999.  The
decline in resort  management  expenses  as a  percentage  of resort  operations
revenue  reflects  management's  efforts  to  improve  efficiency  in this area,
including outsourcing of food and beverage operations at certain locations.


                                       22

<PAGE>

General and Administrative

           General and administrative expense increased 119% to $4.2 million for
the third  quarter of 2000 from $1.9  million for the same  period in 1999.  The
increased costs are attributable to the inclusion of general and  administrative
costs associated with Peppertree, which represented 66% of the total increase in
general and  administrative  costs.  The following items also contributed to the
increase  in general  and  administrative  expense:  payroll  costs,  travel and
entertainment,  outside  service costs,  and servicing fees due to growth of the
Company.

           General and  administrative  expense as a percentage of total revenue
increased to 8.6% of total revenue for the third quarter of 2000,  compared with
7.4% of total revenue for the third quarter of 1999.  General and administrative
costs may continue to increase in absolute dollars as the Company invests in its
management and organization infrastructure.

Provision For Income Taxes

           The  provision  for  income  taxes  for  the  third  quarter  of 2000
increased 29% to $2.7 million from $2.1 million for the same period in 1999. The
increase  is  attributable  to the  increase in pretax  income  during the third
quarter of 2000 as compared to the same period in 1999. The provision for income
taxes  represents  approximately  43.1% and 41.6% of pretax income for the third
quarter of 2000 and 1999, respectively.


                                       23

<PAGE>


                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                September 30, 2000 Compared to September 30, 1999


           During the nine  months  ended  September  30,  2000,  the  Company's
results included  Eastern Resorts,  acquired in August 1998, the KGI Properties,
acquired March 25, 1999,  Peppertree,  acquired November 17, 1999, and Riverside
Suites acquired May 3, 2000. Therefore, the nine months ended September 30, 1999
include  Eastern  Resorts for the entire  period,  but the former KGI properties
only for the period March 25 through  September 30, 1999.  The nine month period
ended  September  30, 2000  contains  Eastern  Resorts,  Peppertree  and the KGI
Properties for the full period. Riverside Suites operating results, acquired May
3, 2000, are included only for the third quarter ended September 30, 2000.

Net Income

           Total  revenue rose 106% to $127.0  million for the first nine months
of 2000 as  compared to $61.6  million  for the same time period in 1999.  Total
expenses  increased 127% from $49.3 million for the nine months ending September
30, 2000 to $111.9 million for the same period in 2000.  Income before provision
for income  taxes  increased  22% to $15.1  million  for the nine  months  ended
September  30, 2000,  as compared to $12.3  million for the same period in 1999.
Net income increased 19% to $8.7 million for the nine months ended September 30,
2000 from $7.3 million for the same period in 1999.  Growth in revenue,  expense
and net income is largely due to the addition of the acquired properties, though
both the number of VOI's sold and the average  price per sale  increased in 2000
compared to the comparable period in 1999.

VOI Sales

           VOI  sales  revenues  increased  to  $77.8  million,  or 61% of total
revenue,  for the nine months ended September 30, 2000,  from $28.2 million,  or
46% of total  revenue,  for the same time  period in 1999.  The  increase in VOI
sales revenues is largely due to the impact of two acquisitions that the Company
completed in 1999, and the acquisition the Company completed in 2000. During the
first nine months of 2000,  the Company  sold 3,582  fixed-week  VOI's and 3,378
points packages, at a combined average sales price of approximately $11,146. The
total  increase in VOI sales  revenues for the nine months ended  September  30,
2000,  reflected a 32% increase in the number of fixed-week VOIs sold, and an 8%
increase  in the  average  sales  price of a VOI  compared to the same period in
1999.  The  Company now owns or manages 30  timeshare  resort  locations  with a
completed  inventory of  approximately  27,610 VOIs. The Company operates twelve
sales centers, five of which sell points in the Company's vacation club.

           The  following  tables sets forth the number of  timeshare  intervals
sold and the average sales price per timeshare interval:

                                                       Nine months Ended
                                                September 30,    September 30,
                                                   2000              1999
                                                ----------       --------------
Timeshare intervals sold                            6,960             2,713
Average Sales Price                               $11,146           $10,356
Number of VOI's in inventory at period end         27,610            24,500

           As a result  of the  Peppertree  acquisition,  five of the  Company's
sales centers sell points in its vacation club rather than traditional timeshare
weeks. Pricing policies for club points involve a greater range of variation due
to different  sizes of points  packages  than prices for fixed or floating  week
VOI's.  Therefore,   statistics  concerning  "average  sales  price"  no  longer
correlate directly to prior measures of average sale price. Similarly,  sales of
biennial  VOI's are counted as sale of an interval,


                                       24

<PAGE>

though the customer pays a lower  absolute  price for his or her alternate  year
usage rights. Inclusion of biennial sales tends to lower the average sales price
per  interval,  though the available  number of VOIs in inventory  would be much
greater if used as biennials  rather than as whole weeks or their  equivalent in
points.  Based on all the foregoing factors,  the stated average sales price per
timeshare  interval may not reflect fully the actual revenues  received for each
equivalent to a whole week of resort usage.

Interest Income

           Interest income includes interest earned from the Company's  consumer
receivable  portfolio and interest  earned from the  Company's  third party loan
portfolio.  Interest  income  increased  61% to $28.9 million for the first nine
months of 2000 from $18.0  million for the same time  period in 1999,  primarily
due  to  higher   average   outstanding   balances  on  the  loan  portfolio  of
approximately  $85 million for the first nine months of 2000.  In addition,  the
weighted average interest rate on the loan portfolio increased approximately 150
basis points.  The increase in the portfolio was due principally to the addition
of acquired  resort's  existing  portfolios  and  continued  growth of the owned
consumer loan portfolio.  Third party hypothecation loans also increased in size
and the weighted  average  interest  rate  increased.  The rate of consumer loan
originations  relating  to  purchases  of  VOIs  in the  Company's  own  resorts
increased  significantly.  VOI sales in the nine months ended September 30, 2000
were $77.8 million, which generated  approximately $63.8 million in new consumer
loans.  During the comparable period of 1999, VOI sales were only $28.2 million,
which generated approximately $20.8 million in new consumer loan originations.

           Interest  income related to the consumer loan portfolio  increased to
93% of total interest income for the first nine months of 2000,  compared to 80%
of interest  income for the same period in 1999.  The increase is primarily  due
higher average outstanding balances of the owned consumer portfolio.

           Interest on acquisition,  development,  and construction  loans ("A&D
Loans")  decreased  39% to $2.2  million  for the first nine months of 2000 from
$3.6  million  for  the  same  period  in  1999,  mainly  due to  lower  average
outstanding  balances due to the  elimination  in  consolidation  of  businesses
acquired after March 25, 1999.  Third party A&D Loan  originations  declined 57%
from $15.5  million  for the first nine  months of 1999 to $6.7  million for the
same period in 2000,  while third party consumer loan  receivables  originations
declined  approximately 25% from $57.3 million for the first nine months of 1999
to $43.2  million  for the first nine  months of 2000.  The  decline in A&D loan
originations is  attributable  to a shift in the Company's  consumer loan growth
strategy from generating  receivables through new A&D lending to relying more on
captive originations from the sale of VOI's in the Company's own resorts.

Resort Operations

           Resort  operations  revenue  totaled $19.3 million for the first nine
months of 2000,  as compared to $14.0  million for 1999.  The increase in resort
operations is largely due to the impact of the acquisition of Peppertree. Resort
management  expenses as a percentage of resort  operation  revenue  decreased to
72.5% for the first nine months of 2000  compared with 86.3% for the same period
in 1999.  The decline in resort  management  expenses as a percentage  of resort
operations revenue is primarily due to the addition of several resort properties
that derive significant room revenue from unsold timeshare inventory, as well as
cost reduction measures.

Other Income

           Other income  decreased 24% to $1.0 million for the nine months ended
September 30, 2000 as compared to $1.3 million for the same time period in 1999.
The decrease in other income is primarily  due to lower  commitment  fee income.


                                       25

<PAGE>

Provision For Doubtful Receivables

           The provision for doubtful receivables increased 328% to $6.2 million
for the first nine months of 2000 from $1.5  million for the same time period in
1999. The increase in the provision for doubtful  accounts  results in part from
the sharp increase in consumer receivables generated from sales at the Company's
own resort  properties.  However,  the  increase  also  reflects  a decision  by
management to increase the Company's  provisions for doubtful  receivables  from
4.6% of VOI  sales  during  the first  nine  months of 1999 to 8.0% of VOI sales
during the first nine months of 2000. This increase  reflects what the Company's
Target  Reserve  Methodology  suggests is a more  appropriate  long term rate of
provisioning.  The  increased  percentage  rate  of  provisioning  for  doubtful
receivables  in effect during the first nine months of 2000 increased the dollar
amount of  provisions  in the first nine  months of 2000 by  approximately  $2.6
million  compared with what it would have been under the rate of provisioning in
effect  during the first nine months of 1999.  The  Company  assumes all default
risk for  receivables  relating  to  purchases  of VOI's  in the  Company's  own
resorts.  However, the Company has a right to put defaulted consumer receivables
relating  to  consumer  purchases  in third  party  resorts  to the third  party
developers.  Thus,  as the  proportion  of the  Company's  total  consumer  loan
portfolio  that relates to the Company's own resorts  grows,  the total level of
provisioning  for  doubtful  receivables  relating  to the  Company's  own sales
becomes more significant.

           The  Company  established  a  minimum  reserve  target  for its owned
consumer loans based on the principal aging of the Consumer Loans. The following
list sets forth the target  reserve  level based on the aging of any given owned
consumer note receivable:

                   o       Current - 29 days past due      5%
                   o       30 - 59 days past due          10%
                   o       60 - 89 days past due          50%
                   o       90+ days past due              95%


           The  targeted  reserve  level is based on the  outstanding  principal
balance  of the  consumer  loan less an  inventory  recapture  amount.  When the
Company believes that collectibility of a receivable is unlikely, that amount is
charged against the allowance for doubtful receivables. The following table sets
forth the allowance  for doubtful  accounts at September 30, 2000 as compared to
September 30, 1999:

                         Allowance for Doubtful Accounts
                                 (in thousands)

                                                       09/30/00      09/30/99
                                                       --------      --------
Allowance for doubtful accounts,
    Beginning of period                                 10,073         3,835
Allowance related to an acquisition                        501         2,157
Provision for loan losses                                6,198         1,450
Charges to allowance for doubtful accounts              (6,929)         (628)
    Recoveries                                             333            -0-
                                                      --------        -------
Allowance for doubtful accounts, end of period          10,176          6,814

As a % of total loans                                     3.7%            3.7%


                                       26

<PAGE>

           At September 30, 2000, the Company had total reserves (including over
collateralization  on the Hypothecation Loans) for its loan portfolio (including
consumer  receivable  and  acquisition  and  development  loans)  equal to $33.7
million or 12.1% of total  loans.  This  represented  a reserve  coverage  ratio
("RCR") of 4.1 times the $8.2 million of consumer  receivables that were 60 days
past due at September 30, 2000 on the entire consumer note receivable portfolio.
Included in this amount were total reserves and over  collateralization of $23.5
million  on third  party  consumer  receivables  or  approximately  19.9% of the
outstanding consumer receivables portfolio  attributable to third party resorts.
This  represented an RCR of 10.8 times the $2.2 million of such receivables that
were 60 or more days past due at September 30, 2000.


           At September 30, 2000 the Company  maintained an aggregate  allowance
for doubtful  receivables of $10.2 million, or 6.9% of the outstanding  consumer
receivable  portfolio from owned resorts.  This  represented an RCR of 1.7 times
the  approximate  $6.0 million in consumer  receivables  from owned resorts that
were 60 days past due as of that date. The $10.2 million aggregate allowance for
doubtful  receivables  at  September  30,  2000  represented  an increase of 49%
compared  with $6.8 million at September  30,  1999.  This largely  reflects the
significant  increases  in reserves  required by the  Company's  target  reserve
methodology  compared with  reserving  policies  previously in effect at Eastern
Resorts, KGI or Peppertree. The allowance for doubtful accounts is maintained at
a level  believed  adequate by management  based upon a monthly  analysis of the
receivable portfolio.


           The  following  table sets  forth the  portfolio  performance  of the
consumer receivable portfolio at September 30, 2000:


                                 Consumer Receivable Loan Portfolio
                                      As of September 30, 2000
                                           (In Thousands)

<TABLE>
<CAPTION>
                          Current        30 - 59 days       60 - 89 days       90+ days             Total
                          -------        ------------       ------------       --------             -----
<S>                      <C>                   <C>                <C>            <C>             <C>
Owned Resorts            $137,044              $3,748             $2,138         $3,882          $146,812
                            93.3%                2.6%               1.5%           2.6%            100.0%

Third Party (1)          $112,559              $3,138             $1,322           $867          $117,886
                            95.5%                2.7%               1.1%           0.7%            100.0%

Total                    $249,603              $6,886             $3,460         $4,749          $264,698
                            94.3%                2.6%               1.3%           1.8%            100.0%
</TABLE>

(1)     Includes   the   consumer    receivables   that   collateralize   the
        hypothecation loans.


           At September 30, 2000, 94.3% of the consumer receivable portfolio was
current,  and there were 829 notes with a principal balance of $4.7 million that
were over 91 days past due. Of this amount,  $3.9 million were notes relating to
the consumer receivables in the Company's resorts. With limited exceptions,  the
Company services the loans in its portfolio internally,  using its own personnel
and facilities,  although loans currently owned by Peppertree are the subject of
outsourcing arrangements for collection services.


                                       27

<PAGE>

Interest Expense

           Interest expense, net of capitalized amounts, increased 115% to $19.0
million for the first nine  months of 2000 as  compared to $8.8  million for the
same time period in 1999.  The  increase in interest  expense is a result of the
increased  borrowings  associated with the increased loan  portfolio,  increased
borrowings  associated  with the  acquisitions,  and an increase in the weighted
average  outstanding  interest rate. The average  outstanding  balance increased
approximately  $115  million,  while  the  weighted  average  interest  rate  on
outstanding  debt  increased from 6.8% for the first nine months of 1999 to 8.8%
for the first nine months of 2000. The increase in the weighted average interest
rate  reflects the  assumption  by the Company of debt relating to Peppertree at
higher  interest  costs  than the  Company's  own  cost of  capital.  As  former
Peppertree loan facilities are repaid,  the weighted average cost of outstanding
debt will decline.

           The Company has not  traditionally  hedged  against its interest rate
risk due to the wide  spread on its  receivables  and the speed  with  which new
originations  occur,  and  the  relatively  stable  interest  rate  environment.
However,  under the new $150 million DG Credit Facility,  the facility  requires
the Company to hedge within the facility  once the interest rate spread has been
reduced to a certain  level.  This is currently the largest  financing  facility
that the Company maintains.

Cost of Timeshare Intervals Sold

           The cost of  timeshare  intervals  sold for the first nine  months of
2000 totaled $18.9 million or 24.3% of VOI revenue, compared to $6.7 million for
the nine months ended September 30, 1999, or 23.9% of VOI revenue.  The increase
in  cost of  timeshare  intervals  sold is  primarily  due to the  inclusion  of
operating  results for the  Peppertree  acquisition  and to a lesser  degree the
Riverside Suites acquisition.

Depreciation and Amortization

           Depreciation and  amortization  increased 62% to $3.6 million for the
first nine months of 2000 from $2.2  million  for the same  period in 1999.  The
increase is primarily due to $0.8 million increase  associated with depreciation
expense, and $0.6 million increase associated with goodwill amortization.  These
increases  are a  result  of the  impact  of the two  acquisitions  the  Company
completed in 1999.

           Goodwill  amortization  increased  122% to $1.1 million for the first
nine  months  of  2000  from  $0.5  million  for the  same  period  in 1999  and
represented  46% of the  increase in  depreciation  and  amortization.  Goodwill
associated with the Peppertree  acquisition is approximately  $15 million and is
being amortized over 20 years, while goodwill associated with Eastern Resorts is
being amortized over 40 years.

           Depreciation of the properties  totaled $1.0 million and accounts for
62% of the increase in depreciation and amortization  expenses.  The increase in
depreciation is a result of a larger base of depreciable  assets relating to the
acquisition properties.

Sales And Marketing

           Sales and marketing  expense increased to $36.8 million for the first
nine months of 2000 from $12.2  million for the same time period in 1999.  Sales
and marketing  expense increased to 47.3% as a percentage of VOI revenue for the
nine months of 2000, compared to 43.1% for the same period in 1999. The increase
in total  sales and  marketing  expense  is due to the  inclusion  of  operating
results  from  acquired  properties,  and the  increase  in sales and  marketing
expense as a percent of VOI sales is entirely due to the  inclusion of operating
results from Peppertree.  Peppertree's  sales and marketing expense as a percent
of VOI sales for the nine months of 2000 was 53.5%,  compared to an aggregate


                                       28

<PAGE>

of  42.0%  for  the  non-Peppertree  sales  centers.  Peppertree  sales  centers
currently experience a substantially higher cost level, particularly relating to
tour costs,  and operate at a lower  efficiency in terms of average  revenue per
guest,  than the  Company's  other  sales  centers.  The  Company  continues  to
introduce various cost-reducing measures, though these cost levels are likely to
remain higher than the Company's  historic  average  during the balance of 2000.
Although the former  Peppertree  sales and marketing  senior  management has now
been  replaced,  there is no assurance  that the  excessive  sales and marketing
costs at Peppertree will be corrected during the balance of 2000, or thereafter.
The  Company  has  closed  five  smaller  Peppertree  sales  centers  due to the
inefficiency of their operations, eliminated one Peppertree telemarketing center
and reduced sales commission rates.

Resort Management

           Resort  management  expense for the nine months ended  September  30,
2000 totaled $14.0 million,  or 72.5% of resort operations  revenue, as compared
$12.1 million, or 86.3% of resort operations revenue,  for the comparable period
in 1999.  The decline in resort  management  expenses as a percentage  of resort
operations revenue is primarily due to the addition of several resort properties
that derive significant room revenue from unsold timeshare inventory, as well as
management's efforts to improve efficiency.

General and Administrative

           General and  administrative  expense  increased 134% to $13.4 million
for the first nine months of 2000 from $5.8 million for the same period in 1999.
The  increased   costs  are   attributable  to  the  inclusion  of  general  and
administrative   costs  associated  with  the  acquisition   properties,   which
represented 85% of the total increase in general and  administrative  costs. The
following items also  contributed to the increase in general and  administrative
expense:  payroll costs, outside service costs, and servicing fees due to growth
of the Company.

           General  and  administrative  expense as a percent  of total  revenue
increased  to 10.6% of total  revenue for the nine months  ended  September  30,
2000,  compared with 9.3% of total revenue for the same period in 1999.  General
and  administrative  costs may  continue to increase in absolute  dollars as the
Company invests in its management and organization infrastructure.

Provision For Income Taxes

           The  provision  for income taxes for the nine months ended  September
30, 2000  increased 26% to $6.4 million from $5.1 million for the same period in
1999. The increase is  attributable  to the increase in pretax income during the
first nine months of 2000 as compared to the same period in 1999.  The provision
for income taxes represents  approximately  42.4% and 41.2% of pretax income for
the first nine months of 2000 and 1999, respectively.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Information   required  by  Item  3  is  incorporated  herein  by  reference  to
Management's  Discussion  and  Analysis  of  Financial  Condition  and Result of
Operations in Item 2 above.


                                       29

<PAGE>



PART II - OTHER INFORMATION

Item 1. Legal Proceedings.


           In September,  1997,  in the Common Pleas Court for Beaufort  County,
South Carolina,  Resort Funding commenced  foreclosure  proceedings  against the
Main Street Development Company, and others operating resort property located in
Hilton Head,  South  Carolina.  In  September,  2000,  the parties  settled this
litigation.  Resort Funding was repaid the outstanding principal balance of $3.4
million plus accrued interest,  less the sum of $600,000,  which was written off
against  reserves.  The Company did not experience any impact on earnings due to
the settlement.

           For other  information  regarding  these legal  proceedings and other
litigation involving the Company, its subsidiaries and affiliates,  reference is
made to the Company's Form 10-KSB for the year-ended  December 31, 1999, and the
Company's  Form 10-Q filed May 15, 2000,  for the quarterly  period ending March
31, 2000, and the Company's 10-Q filed August 15, 2000, for the quarterly period
ending June 30, 2000, which are incorporated herein by reference.


Item 2.  Changes in Securities.

           None.

Item 3.  Defaults Upon Senior Securities.

           None.

Item 4.  Submission of Matters to a Vote of Security Holders.

           None.

Item 5.  Other Information.

           None.

Item 6.  (a) Exhibits.

           The following exhibits are filed herewith:

10.1       First  Amendment to Credit  Agreement  dated as of June 30, 2000,  to
           that certain Credit  Agreement  dated as of November 17, 1999,  among
           Equivest Finance, Inc. (the "Borrower"), Peppertree Acquisition Corp.
           ("Newco"),  Peppertree  Acquisition  Corp. II (Newco II") and Bank of
           America, N.A. (the "Lender").


           (b) Reports on Form 8-K:

           The Company filed the following reports on Form 8-K during
           the quarter covered by this report:

           (i)        August 16, 2000 Form 8-K announcing  record second quarter
                      and first half  revenues;  net income of $.08 per  diluted
                      share for second quarter.

                                       30

<PAGE>

SIGNATURES


           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the Registrant has caused this Report to be signed on its
behalf by the undersigned, there unto duly authorized.


EQUIVEST FINANCE, INC.



BY: /s/ Gerald L. Klaben, Jr.
    -------------------------------------
    Gerald L. Klaben, Jr.
    Senior Vice President and Chief Financial Officer

Dated:  November 14, 2000


                                       31