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 June 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) 997-4800


                           Janus American Group, Inc.
                                  (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 June 30, 1999: 8,671,092



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




                                     1 of 11
<PAGE>




                         JANUS HOTELS AND RESORTS, INC.

                                   FORM 10-QSB

                    FOR QUARTERLY PERIOD ENDED JUNE 30, 1999



Part I.  Financial Information                                         Page No.
Item 1.  Financial Statements
           Unaudited Consolidated Balance Sheets June 30, 1999
             and December 31, 1998                                            3
           Unaudited Consolidated Statements Of Operations For The Three
             Months Ended June 30, 1999 and June 30, 1998                     4
           Unaudited Consolidated Statements Of Operations Six Months
             Ended June 30,1999 and June 30, 1998                             5
           Unaudited Consolidated Statements Of Cash Flows Six Months
             Ended June 30, 1999 and June 30, 1998                            6
           Notes To Unaudited Consolidated Financial Statements               7
Item 2.  Management's Discussion and Analysis Of Financial
           Condition and Results of Operations                                8
Part II. Other Information
Item 4.    Submission of Matters to a Vote of Security Holders               10
Item 6.    Exhibits and Reports on Form 8-K                                  11
         Signature Page                                                      11






















                                    2 of 11

<PAGE>

<TABLE>

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


                                                                                           June 30,            December 31,
         ASSETS                                                                                1999                    1998
<S>                                                                                          <C>                     <C>
Current assets:
  Cash and cash equivalents                                                            $  9,652,014            $ 12,383,741
  Restricted cash                                                                         1,289,989                 802,746
  Accounts receivable                                                                     1,789,726               1,422,327
  Current portion of notes receivable                                                       217,894                 322,043
  Other current assets                                                                      214,943                 239,206
                                                                                        -----------             -----------
         Total current assets                                                            13,164,566              15,170,063
                                                                                        -----------             -----------

Property and equipment, net                                                              99,947,269              74,550,300
Notes receivable                                                                            453,194                 453,194
Mortgage notes receivable                                                                 3,223,977               5,425,046
Goodwill, net                                                                             6,451,741               6,536,996
Deferred tax asset                                                                          800,126                 680,126
Other assets                                                                              6,741,619               5,868,067
                                                                                        -----------             -----------

                                                                                       $130,782,492            $108,683,792
                                                                                        ===========             ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Payable for redemption of preferred stock                                            $     36,071            $     41,370
  Current portion of long-term debt                                                       4,130,058               2,683,504
  Accounts payable                                                                        2,691,717               1,495,253
  Accrued expenses                                                                        2,672,966               1,910,248
                                                                                        -----------             -----------
         Total current liabilities                                                        9,530,812               6,130,375
                                                                                        -----------             -----------

Long-term debt, net of current portion                                                   72,522,169              60,582,883

Minority interest                                                                         2,465,471               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                                                                    (4,512,920)             (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                                                      46,264,040              40,196,574
                                                                                        -----------             -----------

                                                                                       $130,782,492            $108,683,792
                                                                                        ===========             ===========
</TABLE>


         See notes to unaudited consolidated financial statements.





                                    3 of 11
<PAGE>

<TABLE>

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


                                                                                1999                    1998
<S>                                                                            <C>                    <C>
Revenues:
  Room and related services                                              $10,297,407              $3,127,780
  Food and beverage                                                        2,702,697                 499,807
  Management fees                                                            460,965                 440,902
  Other                                                                      199,611                 104,296
                                                                          ----------               ---------
         Total revenues                                                   13,660,680               4,172,785
                                                                          ----------               ---------

Operating expenses:
  Direct:
    Room and related services                                              2,436,021                 712,996
    Food and beverage                                                      2,097,301                 414,022
    Selling and general                                                      549,002                 168,327
                                                                          ----------               ---------
         Total direct expenses                                             5,082,324               1,295,345
                                                                          ----------               ---------
  Occupancy expenses                                                       1,725,823                 461,637
  Selling, general and administrative expenses                             2,990,647               1,174,672
  Depreciation                                                             1,324,775                 356,747
  Amortization                                                                79,081                  45,364
                                                                          ----------               ---------
         Total operating expenses                                         11,202,650               3,333,765
                                                                          ----------               ---------

Operating income                                                           2,458,030                 839,020

Other income (expense):
  Interest expense                                                        (1,676,134)               (466,565)
  Interest income                                                            167,120                 391,594
  Other                                                                      (15,221)                     -
                                                                          ----------               ---------

         Income before income taxes and minority interest                    933,795                 764,049

Provision (credit) for income taxes                                               -                 (261,215)
                                                                          ----------               ---------

         Income before minority interest                                     933,795               1,025,264

Minority interest                                                             24,259                  40,846
                                                                          ----------               ---------

         Net income                                                          909,536                 984,418

Less preferred dividend requirement                                          313,914                 195,975
                                                                          ----------               ---------

Net income applicable to common stock                                    $   595,622              $  788,443
                                                                          ==========               =========

Net income per common share:
  Basic                                                                        $0.07                   $0.09
                                                                                ====                    ====
  Diluted                                                                      $0.07                   $0.09
                                                                                ====                    ====

Weighted average common share:
  Basic                                                                    8,671,092               8,691,735
                                                                           =========               =========
  Diluted                                                                  8,671,092               8,691,735
                                                                           =========               =========

</TABLE>


         See notes to unaudited consolidated financial statements.




                                    4 of 11
<PAGE>

<TABLE>

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


                                                                         1999                    1998
<S>                                                                    <C>                     <C>
Revenues:
  Room and related services                                       $17,733,915              $4,964,447
  Food and beverage                                                 5,084,482                 792,853
  Management fees                                                   1,022,958                 816,033
  Other                                                               417,143                 134,824
                                                                   ----------               ---------
         Total revenues                                            24,258,498               6,708,157
                                                                   ----------               ---------

Operating expenses:
  Direct:
    Room and related services                                       4,357,099               1,236,178
    Food and beverage                                               3,960,506                 666,202
    Selling and general                                             1,004,958                 295,477
                                                                   ----------               ---------
         Total direct expenses                                      9,322,563               2,197,857
                                                                   ----------               ---------
  Occupancy expenses                                                3,343,550                 882,985
  Selling, general and administrative expenses                      5,508,737               2,094,008
  Depreciation                                                      2,599,821                 698,471
  Amortization                                                        157,507                  96,346
                                                                   ----------               ---------
         Total operating expenses                                  20,932,178               5,969,667
                                                                   ----------               ---------

Operating income                                                    3,326,320                 738,490

Other income (expense):
  Interest expense                                                 (3,347,204)               (924,987)
  Interest income                                                     364,168                 638,043
  Other                                                                 4,779                      -
                                                                   ----------               ---------

         Income before income taxes and minority interest             348,063                 451,546

Provision (credit) for income taxes                                        -                 (261,215)
                                                                   ----------               ---------

         Income before minority interest                              348,063                 712,761

Minority interest                                                      34,082                   1,095
                                                                   ----------               ---------

         Net income                                                   313,981                 711,666

Less preferred dividend requirement                                   582,716                 393,558
                                                                   ----------               ---------

Net income (loss) applicable to common stock                      $  (268,735)             $  318,108
                                                                   ==========               =========

Net income (loss) per common share:
  Basic                                                                $(0.03)                  $0.04
                                                                        =====                    ====
  Diluted                                                              $(0.03)                  $0.04
                                                                        =====                    ====

Weighted average common share:
  Basic                                                             8,676,948               8,691,735
                                                                    =========               =========
  Diluted                                                           8,676,948               8,691,735
                                                                    =========               =========


</TABLE>

         See notes to unaudited consolidated financial statements.




                                    5 of 11
<PAGE>

<TABLE>

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


                                                                                               1999                    1998
<S>                                                                                           <C>                     <C>
Operating activities:
Net income                                                                              $   313,981             $   711,665
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
  Depreciation and amortization                                                           2,599,821                 698,471
  Amortization of intangible assets                                                         157,507                  96,346
  Minority interest                                                                          34,082                   1,095
  Discontinued operations                                                                        -                  (73,948)
  Changes in operating assets and liabilities:
    Accounts receivable                                                                    (367,399)                (23,884)
    Other current assets                                                                     24,263                 266,414
    Other assets                                                                           (568,555)               (575,150)
    Accounts payable and accrued expenses                                                   562,088                (134,502)
                                                                                         ----------              ----------
         Net cash provided by operating activities                                        2,755,788                 966,507
                                                                                         ----------              ----------

Investing activities:
Acquisition of hospitality business, net of noncash consideration and cash acquired         462,008                      -
Increase in notes receivable                                                                     -                   (4,276)
Purchases of property and equipment                                                      (2,888,930)               (645,034)
Gain on sale of subsidiary's net assets                                                          -                   14,161
Collections of notes receivable                                                             163,470                  84,536
                                                                                         ----------              ----------
         Net cash used in investing activities                                           (2,263,452)               (550,613)
                                                                                         ----------              ----------

Financing activities:
Dividends paid                                                                             (582,716)               (393,558)
Decrease (increase) in restricted cash                                                     (487,243)                     -
Conversion of warrants to common stock                                                           -                    8,823
Proceeds from long-term borrowings                                                               -                       -
Repayments of long-term borrowings                                                       (2,154,104)               (291,425)
                                                                                         ----------              ----------
         Net cash used in financing activities                                           (3,224,063)               (676,160)
                                                                                         ----------              ----------

Increase (decrease) in cash and cash equivalents                                         (2,731,727)               (260,266)

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

Cash and cash equivalents, end of period                                                $ 9,652,014             $11,263,582
                                                                                         ==========              ==========

Supplemental disclosure of cash flow data:
  Interest paid                                                                         $ 3,347,204             $   924,987
                                                                                         ==========              ==========

Noncash transactions:
  Acquisition of hospitality business                                                   $ 6,336,200
                                                                                         ==========
</TABLE>


         See notes to unaudited consolidated financial statements.




                                    6 of 11
<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 June 30, 1999, its
         results of  operations  for the three  months and six months ended June
         30, 1999 and 1998 and its cash flows for the six months  ended June 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 six months  ended June 30, 1999 are
         not  necessarily  indicative of the results of operations  for the full
         year ending December 31, 1999.

Note 2--Organization:

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

Note 3--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.

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

    (in   thousands,   except  per     Three Months Ended     Six Months Ended
    share amounts)                       June 30, 1998         June 30, 1998
    -------------------------------  ----------------------  ------------------
<S>                                          <C>                    <C>
    Revenues                               $6,728,433           $11,385,779
    Net income                              1,248,072               886,164
    Earnings per share:
       Basic                                 $0.11                 $0.03
       Diluted                               $0.11                 $0.03
</TABLE>


Note 4--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.







                                    7 of 11
<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 $909,536  for the three months ended June 30, 1999
compared to $984,418 for the three  months ended June 30, 1998.  The Company had
net income of $313,981  for the six months  ended June 30, 1999  compared to net
income of $711,665 for the six months ended June 30, 1998.  These decreases were
primarily  the result of lower  occupancy  rates,  higher  selling,  general and
administrative   expenses  and  increased   depreciation   associated  with  the
acquisitions.

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

Room and related services  revenue  increased 229.2% to $10,297,407 in 1999 from
$3,127,780 in 1998. The increase was attributable primarily to acquisitions. The
average room rate  increased  to $59.13 for 1999 from $49.89 in 1998.  Occupancy
decreased  in 1999 to  68.3%  from  71.1%  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 decreased
0.5%.

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  440.8% to $2,702,697  in 1999 from  $499,807 in 1998.  This
increase is related  primarily to acquisitions.  Excluding the acquisitions made
in 1998 and 1999, food and beverage revenues decreased 6.1%.

Management fee income  increased 4.6% to $460,965 in 1999 from $440,902 in 1998.
This increase is due to the addition of new third party management contracts.

Total direct  operating  expenses  increased  292.4% to  $5,082,324 in 1999 from
$1,295,345 in 1998 and  increased as a percentage  of room and related  services
and food and beverage  revenues to 39.1% from 35.7%.  Excluding the acquisitions
made in 1998 and 1999, total direct operating expenses increased 1.1%.

Occupancy  expenses  increased  273.9%  to  $1,725,823  from  $461,637  in 1998.
Excluding the acquisitions made in 1998 and 1999,  occupancy  expenses increased
4.5%.

Selling,  general and administrative  expenses increased 154.6% to $2,900,647 in
1999 from  $1,174,672 in 1998 but decreased as a percentage of total revenues to
21.9% from 28.2%.  Excluding the  acquisitions  made in 1998 and 1999,  selling,
general  and   administrative   expenses   increased  33.2%.  This  increase  is
attributable  to  additional  regional  management   salaries,   commissions  on
management contracts and increased legal expenses.

Depreciation  increased by $968,028 in 1999 from $356,747 in 1998.  The increase
was primarily attributable to depreciation for the acquisitions made in 1998 and
1999.

Interest  income  decreased to $167,120 in 1999 from  $391,594 in 1998.  In 1998
interest income included  interest  related to a federal income tax refund and a
note receivable from a property acquired at the beginning of 1999.

Interest  expense  increased to $1,676,134  in 1999 from  $466,565 in 1998.  The
increase was attributable to the debt incurred or assumed for the acquisitions.

Minority  interest  decreased  to  $24,259  in 1999 from  $40,846 in 1998 as net
income from the Kings  Dominion  partnership  decreased in 1999 and the Days Inn
Pompano hotel incurred a loss in 1999.

Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998

Room and related services  revenue  increased 257.2% to $17,733,915 in 1999 from
$4,964,447 in 1998. The increase was attributable primarily to acquisitions. The
average room rate  increased  to $58.35 for 1999 from $46.96 in 1998.  Occupancy
decreased  in 1999 to  59.8%  from  60.2%  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 remained
even.

Food and beverage revenues  increased 541.3% to $5,084,482 in 1999 from $792,853
in 1998. This increase is related to  acquisitions.  Excluding the  acquisitions
made in 1998 and 1999, food and beverage revenues decreased 6.3%.

Management  fee income  increased  25.4% to  $1,022,958 in 1999 from $816,033 in
1998.  This  increase  is due to the  addition  of new  third  party  management
contracts.

                                    8 of 11
<PAGE>

Total direct  operating  expenses  increased  324.2% to  $9,322,563 in 1999 from
$2,197,857 in 1998 and  increased as a percentage  of room and related  services
and food and beverage  revenues to 40.9% from 38.2%.  Excluding the acquisitions
made in 1998 and 1999, total direct operating expenses increased 1.1%.

Occupancy  expenses  increased  278.7%  to  $3,343,550  in 1999  from  $882,985.
Excluding the acquisitions made in 1998 and 1999,  occupancy  expenses increased
1.3%.

Selling,  general and administrative  expenses increased 163.1% to $5,508,737 in
1999 from  $2,094,008 in 1998 but decreased as a percentage of total revenues to
22.7% from 31.2%.  Excluding the  acquisitions  made in 1998 and 1998,  selling,
general  and   administrative   expenses   increased  28.1%.  This  increase  is
attributable  to  additional  regional  management   salaries,   commissions  on
management contracts and increased legal expenses.

Depreciation increased by $1,901,350 in 1999 from $698,471 in 1998. The increase
was primarily attributable to depreciation for the acquisitions made in 1998 and
1999.

Interest  income  decreased to $364,168 in 1999 from  $638,043 in 1998.  In 1998
interest income included  interest  related to a federal income tax refund and a
note receivable from a property acquired at the beginning of 1999.

Interest  expense  increased to $3,347,204  in 1999 from  $924,987 in 1998.  The
increase was attributable to the debt incurred or assumed for the acquisitions.

Minority  interest  increased to $34,082 in 1999 from $1,095 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  $130,782,492  at June 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 3 of the  Unaudited  Consolidated
Financial Statements.

Net cash  provided by operating  activities  increased to  $2,755,788 in the six
months ended June 30, 1999 from  $968,115 in the six months ended June 30, 1998,
an  increase  of  $1,787,673.  The  increase  is  primarily  the  result  of the
acquisitions made in 1998 and 1999.

Net cash used in investing  activities increased to $2,263,452 in the six months
ended June 30, 1999 from  $550,613 in the six months  ended June 30,  1998.  The
increase  is  primarily  the result of an increase  in capital  expenditures  of
$2,243,896.  The  Company  plans to spend an  additional  $2,132,000  on capital
improvements during the remainder of 1999.

Net cash used in financing  activities increased to $3,224,063 in the six months
ended June 30, 1999 from  $677,768 in the six months  ended June 30,  1998.  The
increase is primarily  the result of an increase in the  repayments of long-term
borrowings of $1,862,679.

Earnings  before  interest,  taxes,  depreciation  and  amortization  ("EBITDA")
increased to  $6,083,648  during the six months  ended June 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 an  outstanding  balance  of
$1,500,000 at June 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.

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.


                                    9 of 11
<PAGE>



Year 2000 Issues

The  Company  has  conducted a review of its  computer  systems to identify  the
systems that could be affected by the "Year 2000" issue and has initiated 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.  Any of the  Company's  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,  with  modifications  to existing  software and converting to new
software,  the Year 2000 problem will not pose significant  operational problems
for the Company's  computer  systems as so modified and  converted.  The Company
anticipates  completing  this work by September 30, 1999. The Company is also in
the process of working with each of its property  general managers to complete a
plan in order to ensure that all of the  computerized  operations  of the hotels
for the year 2000 run  properly.  All hotels will have a Year 2000 test prior to
September  30, 1999 to ensure that the Year 2000 does not cause any  significant
problems with the hotels' ability to rent rooms.

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 3

         None

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

         The Company held its annual  meeting of  stockholders  on May 21, 1999.
         The following are the results of matters  submitted to stockholders for
         a vote:

         Matter                                     For         Withheld
         ------                                     ---         --------
         Election of Directors:
         Class C Directors
         -----------------
         Harry G. Yeaggy                         6,102,951       28,370
         James E. Bishop                         6,102,557       28,763
         Michael  M. Nanosky                     6,102,951       28,370

         Class B Director
         Vincent W. Hatala, Jr.                  6,103,314       28,006

                                                  For        Against    Withheld
         Ratification of the appointment of
         Grant Thornton LLP as independent
         auditors for the year ending
         December 31, 1999                     6,124,559      3,299       3,468

         Approval of an amendment to the
         Company's Restated Certificate of
         Incorporation to change the
         Company's name to Janus Hotels and
         Resorts, Inc.                         6,128,832      1,014       1,475


Item 5 - Other Information

         None

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<PAGE>

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

     A.   Exhibits

          Exhibit 27: Financial Data Schedule

     B.   Reports on Form 8-K

          None

                                   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:  August 16, 1999                  /s/James E. Bishop
                                         James E. Bishop
                                         President

Dated:  August 16, 1999                  /s/ Richard A. Tonges
                                         Richard A. Tonges
                                         Treasurer and Vice President of Finance
                                         (Principal Financial and Accounting
                                         Officer)





























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