U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       or

[_]      TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934

              For the transition period from _________ to _________

                         Commission File Number: 0-22745


                         Janus Hotels and Resorts, Inc.
                 (Name of Small Business Issuer in its Charter)



            DELAWARE                                    13-2572712
(State or Other Jurisdiction of                        (IRS Employer
 Incorporation or organization)                     Identification No.)



                           2300 Corporate Blvd., N.W.,
                                    Suite 232
                         Boca Raton, Florida 33431-8596
               (Address of principal executive offices) (Zip Code)



       Registrant's telephone number, including area code: (561) 994-4800



                                  (Former name)


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


Number of shares of common stock outstanding as of September 30, 1999: 8,671,092



Transitional Small Business Disclosure Format: Yes |  | No |X|



                                  Page 1 of 12
<PAGE>



<TABLE>
<CAPTION>

                         JANUS HOTELS AND RESORTS, INC.

                                   FORM 10-QSB

                  FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999


<S>                 <C>                                                                                          <C>
Part I.    Financial Information                                                                             Page No.
Item 1.    Financial Statements
             Unaudited Consolidated Balance Sheets As Of September 30, 1999
               and December 31, 1998                                                                              3
             Unaudited Consolidated Statements Of Operations For The Three Months
               Ended September 30, 1999 and 1998                                                                  4
             Unaudited Consolidated Statements Of Operations For The Nine Months
               Ended September 30, 1999 and 1998                                                                  5
             Unaudited Consolidated Statements Of Cash Flows For The Nine Months
               Ended September 30, 1999 and 1998                                                                  6
           Notes To Unaudited Consolidated Financial Statements                                                   7
Item 2.    Management's Discussion and Analysis Of Financial Condition and Results of Operations                  9
Part II.   Other Information
Items 1-5                                                                                                        11
Item 6.    Exhibits and Reports on Form 8-K                                                                      11
           Signature Page                                                                                        12

</TABLE>




















                                        2


<PAGE>

<TABLE>

                         JANUS HOTELS AND RESORTS, INC.
<CAPTION>
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

                                                                                      September 30,            December 31,
                                                                                               1999                    1998
<S>                                                                                        <C>                       <C>
         ASSETS
Current assets:
  Cash and cash equivalents                                                            $ 10,494,737            $ 12,383,741
  Restricted cash                                                                         2,759,377                 802,746
  Accounts receivable                                                                     2,666,979               1,422,327
  Current portion of notes receivable                                                       534,833                 322,043
  Other current assets                                                                      209,986                 239,206
                                                                                        -----------             -----------
         Total current assets                                                            16,665,912              15,170,063
                                                                                        -----------             -----------

Property held for sale                                                                   14,167,560                      -
Property and equipment, net                                                              83,991,204              74,550,300
Notes receivable                                                                                 -                  453,194
Mortgage notes receivable                                                                 3,424,999               5,425,046
Goodwill, net                                                                             6,409,114               6,536,996
Deferred tax asset                                                                        1,168,388                 680,126
Other assets                                                                              5,455,138               5,868,067
                                                                                        -----------             -----------
                                                                                       $131,282,315            $108,683,792
                                                                                        ===========             ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Payable for redemption of preferred stock                                            $     35,621            $     41,370
  Current portion of long-term debt                                                       2,585,275               2,683,504
  Accounts payable                                                                        1,866,763               1,495,253
  Accrued expenses                                                                        4,450,313               1,910,248
                                                                                        -----------             -----------
         Total current liabilities                                                        8,937,972               6,130,375
                                                                                        -----------             -----------

Long-term debt, net of current portion                                                   71,149,056              60,582,883

Minority interest                                                                         2,525,411               1,773,960

Stockholders' equity:
  Preferred stock, series B; par value $0.01 per share; 20,000 shares authorized;
    16,788.08 and 10,451.88 shares issued and outstanding                                       168                     105
  Common stock, par value $0.01 per share; 15,000,000 shares authorized;
    11,883,220 shares issued                                                                118,833                 118,833
  Additional paid-in capital                                                             52,074,258              45,738,120
  Accumulated deficit                                                                    (2,107,084)             (4,244,185)
  Treasury stock, 3,212,128 and 3,192,128 common shares, at cost                         (1,416,299)             (1,416,299)
                                                                                        -----------             -----------
         Total stockholders' equity                                                      48,669,876              40,196,574
                                                                                        -----------             -----------
                                                                                       $131,282,315            $108,683,792
                                                                                        ===========             ===========
</TABLE>

         See notes to unaudited consolidated financial statements.


                                        3


<PAGE>

<TABLE>

                         JANUS HOTELS AND RESORTS, INC.
<CAPTION>
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                                                               1999                    1998
<S>                                                                                          <C>                     <C>
Revenues:
  Room and related services                                                             $12,689,305             $ 9,645,826
  Food and beverage                                                                       2,793,761               2,783,325
  Management fees                                                                           517,214                 317,976
  Other                                                                                     247,481                 236,530
                                                                                         ----------              ----------
         Total revenues                                                                  16,247,761              12,983,657
                                                                                         ----------              ----------

Operating expenses:
  Direct:
    Room and related services                                                             2,867,023               2,173,103
    Food and beverage                                                                     2,194,057               2,368,169
    Selling and general                                                                     534,879                 632,742
                                                                                         ----------              ----------
         Total direct expenses                                                            5,595,959               5,174,014
                                                                                         ----------              ----------
  Occupancy expenses                                                                      1,793,557               1,431,353
  Selling, general and administrative expenses                                            3,291,592               2,135,026
  Depreciation                                                                              292,152                 840,942
  Amortization                                                                               80,095                  58,521
                                                                                         ----------              ----------
         Total operating expenses                                                        11,053,355               9,639,856
                                                                                         ----------              ----------

Operating income                                                                          5,194,406               3,343,801

Other income (expense):
  Interest expense                                                                       (1,628,050)             (1,289,484)
  Interest income                                                                           161,856                 248,304
  Other                                                                                    (168,111)                     -
                                                                                         ----------             ----------

         Income from continuing operations before income taxes and minority interest      3,560,101               2,302,621

Provision for income taxes                                                                  651,861                 230,895
                                                                                         ----------             -----------

         Income from continuing operations before minority interest                       2,908,240               2,071,726

Minority interest                                                                            59,940                 111,407
                                                                                         ----------             -----------

         Income from continuing operations                                                2,848,300               1,960,319

Loss on disposal of discontinued operations, net of taxes                                   128,547                      -
                                                                                         ----------             -----------

         Net income                                                                       2,719,753               1,960,319

Less preferred dividend requirement                                                         313,914                 197,584
                                                                                         ----------             -----------

Net income applicable to common stock                                                   $ 2,405,839            $  1,762,735
                                                                                         ==========             ===========

Basic income per common share:
  Income from continuing operations                                                           $0.29                   $0.20
  Loss on disposal of discontinued operations                                                  0.01                      -
                                                                                               ----                    ----
  Net income                                                                                  $0.28                   $0.20
                                                                                               ====                    ====

Diluted income per common share:
  Income from continuing operations                                                           $0.29                   $0.20
  Loss on disposal of discontinued operations                                                  0.01                      -
                                                                                               ----                    ----
  Net income                                                                                  $0.28                   $0.20
                                                                                               ====                    ====

Weighted average common shares:
  Basic                                                                                   8,671,092               8,694,088
                                                                                          =========               =========
  Diluted                                                                                 8,671,092               8,915,335
                                                                                          =========               =========
</TABLE>

         See notes to unaudited consolidated financial statements.

                                        4
<PAGE>

<TABLE>

                         JANUS HOTELS AND RESORTS, INC.
<CAPTION>
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                                                               1999                    1998
<S>                                                                                          <C>                     <C>
Revenues:
  Room and related services                                                             $30,423,220             $14,610,273
  Food and beverage                                                                       7,878,243               3,576,178
  Management fees                                                                         1,540,172               1,134,009
  Other                                                                                     664,624                 371,354
                                                                                         ----------              ----------
         Total revenues                                                                  40,506,259              19,691,814
                                                                                         ----------              ----------

Operating expenses:
  Direct:
    Room and related services                                                             7,224,122               3,409,281
    Food and beverage                                                                     6,154,563               3,034,371
    Selling and general                                                                   1,539,837                 928,219
                                                                                         ----------              ----------
         Total direct expenses                                                           14,918,522               7,371,871
                                                                                         ----------              ----------
  Occupancy expenses                                                                      5,137,107               2,314,338
  Selling, general and administrative expenses                                            8,800,329               4,229,034
  Depreciation                                                                            2,891,973               1,539,413
  Amortization                                                                              237,602                 154,867
                                                                                         ----------              ----------
         Total operating expenses                                                        31,985,533              15,609,523
                                                                                         ----------              ----------

Operating income                                                                          8,520,726               4,082,291

Other income (expense):
  Interest expense                                                                       (4,975,254)             (2,214,471)
  Interest income                                                                           526,024                 886,347
  Other                                                                                    (163,332)                     -
                                                                                         ----------              ----------
         Income from continuing operations before income taxes and minority interest      3,908,164               2,754,167

Provision (credit) for income taxes                                                         651,861                 (30,320)
                                                                                         ----------              ----------

         Income from continuing operations before minority interest                       3,256,303               2,784,487

Minority interest                                                                            94,022                 112,502
                                                                                         ----------              ----------

         Income from continuing operations                                                3,162,281               2,671,985

Loss on disposal of discontinued operations, net of taxes                                   128,547                      -
                                                                                         ----------              ----------

         Net income                                                                       3,033,734               2,671,985

Less preferred dividend requirement                                                         896,630                 591,142
                                                                                         ----------              ----------

Net income applicable to common stock                                                   $ 2,137,104             $ 2,080,843
                                                                                         ==========              ==========

Basic income per common share:
  Income from continuing operations                                                           $0.26                   $0.24
  Loss on disposal of discontinued operations                                                  0.01                      -
                                                                                               ----                    ----
  Net income                                                                                  $0.25                   $0.24
                                                                                               ====                    ====

Diluted income per common share:
  Income from continuing operations                                                           $0.26                   $0.23
  Loss on disposal of discontinued operations                                                  0.01                      -
                                                                                               ----                    ----
  Net income                                                                                  $0.25                   $0.23
                                                                                               ====                    ====

Weighted average common shares:
  Basic                                                                                   8,674,975               8,693,855
                                                                                          =========               =========
  Diluted                                                                                 8,674,975               8,915,102
                                                                                          =========               =========
</TABLE>


         See notes to unaudited consolidated financial statements.

                                        5
<PAGE>

<TABLE>

                         JANUS HOTELS AND RESORTS, INC.
<CAPTION>
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                                                               1999                    1998
<S>                                                                                           <C>                    <C>
Operating activities:
Net income                                                                              $ 3,033,734             $ 2,671,985
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
  Depreciation and amortization                                                           2,891,973               1,539,413
  Amortization of intangible assets                                                         237,602                 154,867
  Deferred taxes                                                                            259,171                      -
  Minority interest                                                                          94,022                 112,502
  Loss on sale of property                                                                  168,110                      -
  Discontinued operations                                                                   143,628                 (73,948)
  Changes in operating assets and liabilities:
    Accounts receivable                                                                  (1,244,652)             (1,201,574)
    Other current assets                                                                     29,220                 212,092
    Other assets                                                                            786,830              (3,871,097)
    Accounts payable and accrued expenses                                                   817,932               2,670,966
                                                                                         ----------              ----------
         Net cash provided by operating activities                                        7,217,570               2,215,206
                                                                                         ----------              ----------

Investing activities:
Acquisition of hospitality business, net of noncash consideration and cash acquired         462,008                      -
Increase in notes receivable                                                               (250,000)                 (4,276)
Purchases of property and equipment                                                      (3,992,024)               (904,864)
Proceeds from sale of property                                                            2,250,000                      -
Gain on sale of subsidiary's net assets                                                          -                   14,161
Collections of notes receivable                                                             348,703                 130,188
                                                                                         ----------              ----------
         Net cash used in investing activities                                           (1,181,313)               (764,791)
                                                                                         ----------              ----------

Financing activities:
Dividends paid                                                                             (896,630)               (788,707)
Increase in restricted cash                                                              (1,956,631)                     -
Conversion of warrants to common stock                                                           -                    8,823
Proceeds from long-term borrowings                                                               -                2,804,878
Repayments of long-term borrowings                                                       (5,072,000)               (434,101)
                                                                                         ----------              ----------
         Net cash (used in) provided by  financing activities                            (7,925,261)              1,590,893
                                                                                         ----------              ----------

Increase (decrease) in cash and cash equivalents                                         (1,889,004)              3,041,308

Cash and cash equivalents, beginning of period                                           12,383,741              11,523,848
                                                                                         ----------              ----------

Cash and cash equivalents, end of period                                                $10,494,737             $14,565,156
                                                                                         ==========              ==========

Supplemental disclosure of cash flow data:
  Interest paid                                                                         $ 3,347,204             $ 2,214,471
                                                                                         ==========              ==========

Noncash transactions:
  Acquisition of hospitality business
    Assets acquired                                                                     $27,192,451
    Liabilities assumed                                                                  20,856,251
                                                                                         ----------
    Value of stock issued                                                               $ 6,336,200
                                                                                         ==========

</TABLE>

         See notes to unaudited consolidated financial statements.

                                       6
<PAGE>



                 JANUS HOTELS AND RESORTS, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



Note 1 -- Unaudited interim financial statements:

         In the opinion of management,  the accompanying  unaudited consolidated
         financial  statements  reflect all  adjustments,  consisting  of normal
         recurring accruals,  necessary to present fairly the financial position
         of Janus Hotels and Resorts, Inc. (formerly Janus American Group, Inc.)
         and  subsidiaries  (the "Company" or "Janus") as of September 30, 1999,
         its results of  operations  for the three  months and nine months ended
         September  30,  1999 and 1998 and its cash  flows  for the nine  months
         ended September 30, 1999.  Certain terms used herein are defined in the
         audited consolidated financial statements of the Company as of December
         31,  1998 and for the years then ended (the  "Audited  Janus  Financial
         Statements")  included in the Company's  form 10-KSB  previously  filed
         with  the  Securities  and  Exchange  Commission.   Accordingly,  these
         unaudited   consolidated   financial   statements  should  be  read  in
         conjunction  with the Audited Janus Financial  Statements and the other
         financial statements included in the Form 10-KSB.

         The results of operations for the nine months ended  September 30, 1999
         are not  necessarily  indicative of the results of  operations  for the
         full year ending December 31, 1999.

Note 2 -- Organization:

         As of September  30,  1999,  the Company  owned and operated  seventeen
         hotels (of which  fifteen are  wholly-owned,  one 85% owned and one 75%
         owned)  and  a  hotel  management  company  which  manages  hotels  for
         unrelated parties.

Note 3 - Change in Estimated Useful Lives:

         Effective July 1, 1999, Janus completed significant  renovations of its
         portfolio of properties in accordance  with its operating  plan.  These
         renovations upgraded the facilities and improved the average daily room
         rate. The Company  provided the liquidity to perform these  renovations
         and management  continues to anticipate that further  acquisitions will
         be  subjected  to  the  same  operating   plan.  The  result  of  these
         improvements  is  that  the  useful  life  of the  previously  acquired
         properties  was  increased  to  reflect  the  upgrades.   Building  and
         mechanical  improvement  lives were changed to reflect this  renovation
         and are now  depreciated  from 15 to 40 years.  The new  equipment  and
         existing  equipment  has a  life  range  of 5 to 10  years.  Management
         believes the revised  estimated  useful lives provide a better matching
         of costs and revenues.  The effect of this change on net income for the
         nine months  ended  September  30,  1999 was to increase  net income by
         approximately $510,000 or $0.06 per diluted share.

Note 4 - Allocation of Purchase Price:

         In August 1998, the Company acquired four hotel properties.  During the
         third  quarter of 1999,  the Company  finalized  the  allocation of the
         purchase  price based on  appraised  values  between  land,  buildings,
         equipment,  and  furniture  and  fixtures.  As a  result,  depreciation
         expense was reduced by  approximately  $347,000 in the third quarter of
         1999.

Note 5 -- Acquisition:

         Effective  January 1, 1999 the Company  acquired all of the outstanding
         shares of Beck  Hospitality,  Inc.  II ("Beck  II"),  which owned seven
         hotels and two hotel  management  contracts  with respect to the hotels
         known as Knights  Inn West Palm Beach in West Palm  Beach,  Florida and
         Days Inn Inner Harbor in  Baltimore,  Maryland.  The purchase  price of
         $6,336,200  approximated the fair value of the net assets acquired. The
         acquisition was accounted for under the purchase method. The results of
         operations  of the acquired  business are included in the  consolidated
         financial  statements  from  the  effective  date of  acquisition.  The
         consideration exchanged by the Company pursuant to the merger agreement
         with Beck II was the issuance of 6,336.20  shares of Series B preferred
         stock  with a  liquidation  preference  of $1,000 per share for a total
         value of $6,336,200.

                                       7
<PAGE>
         The following  unaudited pro forma information  presents the results of
         operations  of the Company for the three  months and nine months  ended
         September 30, 1998 as if the  acquisition had taken place on January 1,
         1998:
<TABLE>
<CAPTION>


(in thousands, except per          Three Months Ended          Nine Months Ended
share amounts)                     September 30, 1998          September 30, 1998
<S>                                       <C>                          <C>
Revenues                              $16,051,901                 $27,437,680

Net income                              2,410,484                   3,296,648

Earnings per share:

   Basic                                    $0.24                       $0.27

   Diluted                                  $0.23                       $0.26

</TABLE>


Note 6 - Property Held for Sale:

         At September 30, 1999,  the Company held two hotel  properties for sale
         which were  determined by the board of directors  and  management to be
         performing at optimum standards but located in markets where the growth
         potential in real estate value is limited and not conducive to the long
         range plans of the Company.  In accordance  with Statement of Financial
         Accounting  Standards No. 121,  Accounting  for the  Impairment of Long
         Lived Assets and for Long-Lived Assets to be Disposed Of, a property is
         considered  to be held for sale when the Company has made the  decision
         to  dispose  of the  property.  At that time the  Company  discontinues
         depreciating  the asset and estimates the fair value of such asset.  If
         the fair value of a hotel  property held for sale is less than net book
         value,  a reserve  for losses is  established.  Because  the hotels are
         presently performing at optimum standards the fair market values of the
         properties  are in  excess  of their  carrying  value.  No  reserve  is
         considered  necessary at September 30, 1999. Company management and the
         board of directors  designated the two hotel  properties  held for sale
         prior to July 1,  1999.  As a  result,  depreciation  in the  amount of
         approximately $201,000 was not recorded. The Company expects to dispose
         of these properties within the next twelve to eighteen months.

         In connection  with the  designation of the properties as held for sale
         and in accordance with the provisions of Section 384, Limitation on use
         of  preacquisition  losses to offset  built-in  gains,  of the Internal
         Revenue  Code,  a  deferred  tax charge of  $259,171  was  recorded  to
         recognize the potential liability  associated with the eventual sale of
         the properties  mentioned.  This charge is recorded in accordance  with
         Statement of Financial  Accounting  Standards No. 109,  Accounting  for
         Income  Taxes,  and a change in the  corporate  strategy  to hold these
         properties  for the five years  required by Section 384 of the Internal
         Revenue Code.


Note 7 - Disposal of Hotel Property:

         On September 29, 1999, the Company disposed of a hotel property located
         in Westerville.  Ohio. The hotel was sold for $2,500,000 resulting in a
         loss of approximately  $168,000.  The  consideration  was $2,250,000 in
         cash and a $250,000 note receivable that is collectible through monthly
         payments over three years. The note has an interest rate of 10%.

Note 8 - Discontinued Operations

         In April 1998,  the Company  entered into an agreement  for the sale of
         its oil and gas services operations. An amendment to this agreement was
         completed  in September  1999.  As part of the amended  agreement,  the
         buyers  have the  right to make a  payment  of  $356,372  on or  before
         December 31, 1999 in settlement  of a $500,000  note. If the payment is
         not made,  the note shall be paid out over a period of sixty  months at
         an 8% rate of  interest.  Management  believes the buyers will make the
         payment before December 31, 1999. As a result,  a loss from disposal of
         discontinued operations of $143,628 has been accrued.

Note 9 -- Litigation:

         The Company is a party to various legal proceedings.  In the opinion of
         management,  these  actions  are  routine in nature and will not have a
         material  adverse  effect  on  the  Company's   consolidated  financial
         statements in subsequent years.




                                       8
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

The operations of the Company are comprised primarily of the operations of owned
hotels and the Company's management of hotels owned by third parties.

The Company had net income of  $2,719,753  for the three months ended  September
30, 1999 compared to $1,960,319  for the three months ended  September 30, 1998.
The Company had net income of $3,033,734 for the nine months ended September 30,
1999  compared to net income of $2,671,985  for the nine months ended  September
30, 1998.

Three  Months  Ended  September  30,  1999  Compared to the Three  Months  Ended
September 30, 1998

Room and related  services  revenue  increased 31.6% to $12,689,305 in 1999 from
$9,645,826 in 1998. The increase was attributable primarily to acquisitions. The
average  daily  room  rate  increased  to $67.59  for 1999 from  $58.68 in 1998.
Occupancy  decreased  in  1999  to  73.1%  from  79.5%  in  1998  partly  due to
management's  decision  to increase  room rates in segments of various  markets.
Excluding  the  acquisitions  made in 1998 and 1999,  room and related  services
revenue increased 1.9%.

Food and beverage  revenues are  principally  a function of the number of guests
who stay at each owned hotel,  local walk-in business and catering sales.  These
revenues  increased  0.4% to  $2,793,761 in 1999 from  $2,783,325 in 1998.  This
increase is related  primarily to acquisitions.  Excluding the acquisitions made
in 1998 and 1999, food and beverage revenues decreased 1.1%.

Management fee income increased 62.7% to $517,214 in 1999 from $317,976 in 1998.
This increase is due to the addition of new third party management contracts.

Total  direct  operating  expenses  increased  8.2% to  $5,595,959  in 1999 from
$5,174,014 in 1998 but  decreased as a percentage  of room and related  services
and food and beverage  revenues to 36.1% from 41.6%.  Excluding the acquisitions
made in 1998 and 1999, total direct operating expenses decreased 10.0%.

Occupancy  expenses  increased  25.3% to  $1,793,557  from  $1,431,353  in 1998.
Excluding the acquisitions made in 1998 and 1999,  occupancy  expenses decreased
5.5%.

Selling,  general and  administrative  expenses increased 54.2% to $3,291,592 in
1999 from  $2,135,026 in 1998 and increased as a percentage of total revenues to
20.3% from 16.4%.  Excluding the  acquisitions  made in 1998 and 1999,  selling,
general  and   administrative   expenses   increased  30.0%.  This  increase  is
attributable  to additional  regional  management  salaries and  commissions  on
management contracts.

Depreciation  decreased by $548,790 in 1999 from $840,942 in 1998.  The decrease
was  primarily  attributable  to the  change  in  estimated  useful  lives,  the
adjustment  of the purchase  allocation  for four hotel  properties  based on an
acquisition appraisal, and the cessation of depreciation on two hotel properties
held for sale. These changes reduced 1999 depreciation approximately $1,058,000.

Interest  income  decreased  to  $161,856  in 1999 from  $248,304  in 1998.  The
decrease was attributable to the elimination of a note receivable as a result of
the Company's  acquisition of the underlying hotel property effective January 1,
1999.

Interest  expense  increased to $1,628,050 in 1999 from  $1,289,484 in 1998. The
increase  was   attributable   to  the  debt  assumed  in  connection  with  the
acquisitions effective January 1, 1999.

Minority interest  decreased to $59,940 in 1999 from $111,407 in 1998 reflecting
the results of operations  from the Kings Dominion  partnership and the Days Inn
Pompano hotel in 1999.

Nine Months Ended September 30, 1999 Compared to the Nine Months Ended September
30, 1998

Room and related services  revenue  increased 108.2% to $30,423,220 in 1999 from
$14,610,273 in 1998. The increase was  attributable  primarily to  acquisitions.
The average  daily room rate  increased  to $61.88 for 1999 from $51.57 in 1998.
Occupancy  decreased  in  1999  to  64.3%  from  65.8%  in  1998  partly  due to
management's  decision  to increase  room rates in segments of various  markets.
Excluding  the  acquisitions  made in 1998 and 1999,  room and related  services
revenue increased 1.2%.

Food  and  beverage  revenues  increased  120.3%  to  $7,878,243  in  1999  from
$3,576,178  in 1998.  This  increase is related to  acquisitions.  Excluding the
acquisitions made in 1998 and 1999, food and beverage revenues decreased 2.3%.

Management fee income  increased  35.8% to $1,540,172 in 1999 from $1,134,009 in
1998.  This  increase  is due to the  addition  of new  third  party  management
contracts.

                                       9
<PAGE>

Total direct  operating  expenses  increased  102.4% to $14,918,522 in 1999 from
$7,371,871 in 1998 and  decreased as a percentage  of room and related  services
and food and beverage  revenues to 39.0% from 40.5%.  Excluding the acquisitions
made in 1998 and 1999, total direct operating expenses decreased 6.7%.

Occupancy  expenses  increased  122.0% to  $5,137,107  in 1999 from  $2,314,338.
Excluding the acquisitions made in 1998 and 1999,
occupancy expenses decreased 2.9%.

Selling,  general and administrative  expenses increased 108.1% to $8,800,329 in
1999 from  $4,229,034 in 1998 and increased as a percentage of total revenues to
21.7% from 21.5%.  Excluding the  acquisitions  made in 1998 and 1999,  selling,
general  and   administrative   expenses   increased  29.1%.  This  increase  is
attributable  to  additional  regional  management   salaries,   commissions  on
management contracts and increased legal expenses.

Depreciation  increased  by  $1,352,560  in 1999 from  $1,539,413  in 1998.  The
increase was primarily attributable to depreciation for the acquisitions made in
1998 and 1999 but was  offset  by the  change in  estimated  useful  lives,  the
adjustment  of the purchase  allocation  for four hotel  properties  based on an
acquisition appraisal, and the cessation of depreciation on two hotel properties
held for sale. These changes reduced depreciation approximately $1,058,000.

Interest  income  decreased  to  $526,024  in 1999 from  $886,347  in 1998.  The
decrease was  attributable to interest related to a federal income tax refund in
1998 and the  elimination  of a note  receivable  as a result  of the  Company's
acquisition of the underlying hotel property effective January 1, 1999.

Interest  expense  increased to $4,975,254 in 1999 from  $2,214,471 in 1998. The
increase was attributable to the debt incurred or assumed for the acquisitions.

Minority interest  decreased to $94,022 in 1999 from $112,502 in 1998 reflecting
the results of operations from the Days Inn Pompano hotel and the Kings Dominion
partnership in 1999.

Liquidity and Capital Resources

Total assets  increased to $131,282,315 at September 30, 1999 from  $108,683,792
at  December  31,  1998.  The  increase  in total  assets  was the result of the
acquisition  of  Beck  II  described  in  Note 5 of the  Unaudited  Consolidated
Financial Statements.

Net cash  provided by operating  activities  increased to $7,217,570 in the nine
months  ended  September  30,  1999 from  $2,215,206  in the nine  months  ended
September  30, 1998,  an increase of  $5,002,364.  The increase is primarily the
result of the acquisitions made in 1998 and 1999.

Net cash used in investing activities increased to $1,181,313 in the nine months
ended  September 30, 1999 from  $764,791 in the nine months ended  September 30,
1998.   The  increase  is  primarily  the  result  of  an  increase  in  capital
expenditures of $3,087,160.  The Company plans to spend an additional $1,030,000
on capital improvements during the remainder of 1999.

Net cash used in financing  activities  was  $7,925,261 in the nine months ended
September 30, 1999 compared to  $1,590,893  provided by financing  activities in
the nine months ended  September 30, 1998. The change is primarily the result of
an increase in the  repayments  of long-term  borrowings  of  $4,637,899  and an
increase in restricted cash of $1,956,631.

Earnings  before  interest,  taxes,  depreciation  and  amortization  ("EBITDA")
increased to $11,650,301 during the nine months ended September 30, 1999. EBITDA
is defined as operating income plus depreciation and  amortization.  The Company
considers this definition of EBITDA to be an indicative measure of the Company's
operating  performance because it can be used to measure the Company's abilities
to service  debt,  fund  capital  expenditures  and expand  its  business;  such
information should not be considered as an alternative to net income,  operating
profit,  cash flows from operations or any other operating or liquidity  measure
prescribed by generally accepted accounting principles.

The Company maintains a number of commercial banking relationships and maintains
a line of  credit  totaling  $2,200,000,  which  had no  amount  outstanding  at
September 30, 1999.

The Company's  principal sources of liquidity are cash on hand (including escrow
deposits and replacement reserves),  cash from operations,  earnings on invested
cash and, when required, principally in connection with acquisitions, borrowings
(consisting primarily of loans secured by mortgages on real property owned or to
be acquired by the Company).  The  Company's  continuing  operations  are funded
through cash generated  from its hotel  operations.  Acquisitions  of hotels are
expected  to be  financed  through  a  combination  of cash on hand,  internally
generated cash,  issuance of equity securities and borrowings,  some of which is
likely to be secured by assets of the Company.


                                       10
<PAGE>



Seasonality

Demand at many of the Company's hotels is affected by seasonal patterns.  Demand
for hotel rooms in the industry generally tends to be lower during the first and
fourth  quarters and higher in the second and third quarters.  Accordingly,  the
Company's revenues reflect similar seasonality.

Year 2000 Issues

The Company  conducted a review of its computer  systems to identify the systems
that could be affected  by the "Year 2000" issue and  executed a plan to resolve
the  issue.  The Year 2000  problem  is the result of  computer  programs  being
written  using the two digits  rather than four to define the  applicable  year.
Some computer  programs that have  time-sensitive  software may recognize a date
using "00" as the year 1900  rather than the year 2000.  This could  result in a
major system failure or miscalculations. The Company presently believes that, it
has completed the necessary modifications to existing software or conversions to
new software,  so that the Year 2000 problem will not pose operational  problems
for the Company's  computer  systems.  In addition,  the Company has also worked
with each of its hotel  property  general  managers to complete a plan to ensure
that all of the  computerized  operations at each of the hotels  continue to run
properly on and after January 1, 2000.  All hotels had a Year 2000 test prior to
September  30,  1999 to ensure that the Year 2000  problem  does not disrupt the
hotels' reservation systems.

Forward Looking Statements

When used in this and in future  filings by the Company with the  Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized  executive officer of the Company,  the words
or phrases  "will likely  result,"  "expects,"  "plans,"  "will  continue,"  "is
anticipated,"   "estimated,"  "project"  or  "outlook"  or  similar  expressions
(including  confirmations by an authorized  executive  officer of the Company of
any such  expressions  made by a third party with  respect to the  Company)  are
intended to identify forward-looking  statements.  The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements, each
of which speak only as of the date made.  Such statements are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from  historical  earnings and those  presently  anticipated or projected.  Such
risks and other aspects of the Company's  business and  operations are described
in "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations." The Company has no obligation to publicly release the result of any
revisions  that  may  be  made  to any  forward-looking  statements  to  reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.

                           PART II--OTHER INFORMATION

Items 1 to 5

         None

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

     A.   Exhibits

         Exhibit 27: Financial Data Schedule

     B.   Reports on Form 8-K

         None






                                       11
<PAGE>



                                   SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  as  amended,  the  registrant  has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       JANUS HOTELS AND RESORTS, INC.




Dated:  November 15, 1999              /s/James E. Bishop
        -----------------              ----------------------------------
                                       James E. Bishop
                                       President


Dated:  November 15, 1999              /s/ Richard A. Tonges
        -----------------              ----------------------------------
                                       Richard A. Tonges
                                       Treasurer and Vice President of Finance
                                       (Principal Financial and Accounting
                                       Officer)












































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