SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1999

                         JANUS HOTELS AND RESORTS, INC.

             (Exact name of registrant as specified in its charter)



         Delaware        Commission File Number:  0-22745         13-2572712
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


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

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

Securities registered pursuant to Section 12(b) of the Exchange Act of 1934:


      Title of each class             Name of each exchange on which registered
      -------------------             -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. |_|

The issuer's revenues for its most recent fiscal year were $51,173,422

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the issuer  was  approximately  $14,467,000,  as of March 21,
2000. It is the position of the Company that the United  States Lines,  Inc. and
United States Lines (S.A.), Inc. Reorganization Trust is not an affiliate.

Number of shares of common stock outstanding as of April 24, 2000: 8,671,092

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

                       DOCUMENTS INCORPORATED BY REFERENCE

Form 10-KSB filed with the Commission on March 29, 2000.


<PAGE>
                                EXPLANATORY NOTE

         The  Registrant  is amending  its Annual  Report on Form 10-KSB for the
year ended  December 31, 1999 to include the  information  required in Part III,
Items 9 through 12, which was omitted in the original filing pursuant to General
Instruction E(3) of this Form 10-KSB.


                                    PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act.

Directors, Executive Officers, Promoters and Control Persons

         The  directors  (including  current  class  designation)  and executive
officers of the Company are as follows:
<TABLE>
<CAPTION>

      Name                            Age           Position                         Held Position Since
<S>                                   <C>               <C>                                  <C>
      C. Scott Bartlett, Jr.          67            Director (Class A)                       1996

      Louis S. Beck                   54            Chairman of the Board and                1997
                                                    Chief Executive Officer (Class
                                                    A)

      James E. Bishop                 48            Director and President (Class            1996
                                                    C)

      Lucille Hart-Brown              51            Director (Class A)                       1996

      Vincent W. Hatala, Jr.          69            Director (Class B)                       1990

      Richard P. Lerner               61            Director (Class A)                       1996

      Arthur Lubell                   86            Director (Class B)                       1990

      Michael M. Nanosky              41            Director and President of                1997
                                                    Hotel Operations (Class C)

      Paul Tipps                      63            Director (Class B)                       1997

      Richard A. Tonges               44            Treasurer and Vice President             1997
                                                    of Finance

      Harry Yeaggy                    54            Vice Chairman of the Board               1997
                                                    (Class C)

</TABLE>

         During 1999,  the Board of Directors of the Company held four meetings.
No director of the Company  attended  less than 75% of the meetings  held during
the year.

         All  directors  of the  Company  hold  office  until  their  respective
successors  are elected and  qualified,  or until their  death,  resignation  or
removal. Officers serve at the discretion of the Board of Directors.

         There are no family  relationships  between any  directors or executive
officers of the Company.

      Biographical Information Concerning Directors and Executive Officers

Class A Directors.  The terms of the following  Class A Directors  expire at the
2000 annual meeting.

C. Scott Bartlett, Jr.

     Mr.  Bartlett has been a Director of the Company  since  August  1996.  Mr.
Bartlett has served as an independent  financial  consultant  advising financial
institutions  in  matters  involving  credit  policy,  loan  approvals  and loan
workouts  since 1990.  Mr.  Bartlett  served as Senior Vice  President and Chief
Credit Officer of MTB Bank from 1992 until 1994 and currently serves as a member
of the Board of Directors  of MTB Bank with  expanded  Board duties  pursuant to
which he is paid on a per diem basis, in addition to compensation  received as a
member of such Board.  Mr. Bartlett  served as Executive Vice President,  Senior
Lending Officer and Chairman,  Credit Policy Committee for National  Westminster
Bank USA from 1973 until 1990. Mr.  Bartlett  presently  serves as a director of
the following corporations:  NVR, Inc. , AMEX: NVR (Audit Committee,  Nominating
Committee);  MTB Bank (Audit Committee);  Allstate Financial  Corporation,  OTC:
ASFN (Chairman of Audit Committee); and Abraxas Petroleum Corporation, OTC: AXAS
(Audit Committee).


                                       2
<PAGE>



Louis S. Beck

     Mr. Beck has been a Director and Chairman of the Board of the Company since
the Company's  acquisition,  by way of merger, of Beck Group Management Corp. on
April 24, 1997. He is also the Company's Chief Executive Officer.  He has been a
principal  stockholder and Chief Executive  Officer of Beck Hospitality Inc. III
and predecessor  companies engaged in the hotel management  business since 1972.
He has also been a  principal  stockholder  and  Chairman  of the Board of Union
Savings  Bank  in  Cincinnati,   Ohio  since  1986.  Union  Savings  Bank  is  a
wholly-owned  subsidiary of U.S. Bancorp,  a savings and loan holding company of
which Mr.  Beck is a director  and  President.  In  addition,  since 1992 he has
served as Chairman of the Board of Guardian Savings Bank in Cincinnati, Ohio and
serves as a director and  President of its holding  company,  Guardian  Bancorp,
Inc.

Richard P. Lerner

     Mr. Lerner has been a Director of the Company since August 1996. Mr. Lerner
has been a partner with the law firm of Lambos & Junge, New York since 1996, and
is currently  managing  partner.  Mr.  Lerner was a partner with the law firm of
Lambos & Giardino,  New York from 1978 to 1996.  Mr.  Lerner was a member of the
U.S. Lines  Creditors'  Committee from inception in 1986 until conclusion of the
U.S. Lines bankruptcy in 1990.

Lucille Hart-Brown

     Ms.  Hart-Brown has been a Director  since August 1996. Ms.  Hart-Brown has
served as President of Benefit  Services,  Inc. since June 1996. Ms.  Hart-Brown
served as Administrator of Marine  Engineers'  Beneficial  Association from 1982
until 1996. Ms.  Hart-Brown was a member of the U.S. Lines Creditors'  Committee
from inception in 1986 until conclusion of the U.S. Lines bankruptcy  proceeding
in 1990.

Class B Directors. The following Class B Directors were elected at the Company's
1998 annual meeting for terms ending in 2001:

Arthur Lubell

     Mr. Lubell was designated a creditor  representative member of the Board of
Directors pursuant to the Plan of Reorganization in the U.S. Lines bankruptcy in
May 1990 and served as  Treasurer  of the Company  from May 15, 1995 until April
24, 1997. Mr. Lubell has been a member of the law firm Lubell & Koven,  New York
City,  since 1960,  and is counsel to Daewoo  International  (America)  Corp., a
subsidiary  of Daewoo  Corporation,  a former major  unsecured  creditor of U.S.
Lines and a current stockholder of the Company.

Paul Tipps

     Mr.  Tipps has been a Director of the Company  since  April 24,  1997.  Mr.
Tipps is the  co-founder  of State  Street  Consultants,  a  government  affairs
consulting firm, organized in 1983. Since January 1997 he has been a director of
the Federal Home Loan Bank - Cincinnati  and was elected  Chairman in 2000.  Mr.
Tipps is a member of the Board of  Directors  of the John  Glenn  Institute  for
Public Service and Public Policy of The Ohio State University.

Vincent W. Hatala, Jr.

     Mr. Hatala was designated a creditor  representative member of the Board of
Directors pursuant to the Plan of Reorganization in the U.S. Lines bankruptcy in
May 1990 and served as  President  of the Company from May 15, 1995 until August
28,  1996,  and  Chairman  from May 15, 1995 until April 24,  1997.  Mr.  Hatala
operated  an  independent  financial  consulting  business  from 1971  until his
retirement  from  that  business  in  1990.  He was a member  of the U.S.  Lines
Creditors'  Committee from its inception  until the conclusion of the U.S. Lines
bankruptcy  proceeding in 1990 and served as a co-trustee of the  Reorganization
Trust from 1990 to 1993.

Class C Directors. The following Class C Directors were elected at the Company's
1999 annual meeting for terms ending in 2002:

James E. Bishop

     Mr.  Bishop has served as a Director  and  President  of the Company  since
August 1996. Mr. Bishop was Chief  Executive  Officer of the Company from August
1996 until April 24, 1997 and  Executive  Vice  President  from  October 1995 to
August 1996.  From 1993 to 1995 he was Senior Vice  President  of Gates  Capital
Corp., an investment  banking firm. For the seventeen years prior thereto he was
an investment banker and senior manager for various public and private entities.


                                       3
<PAGE>

Michael M. Nanosky

     Mr.  Nanosky has been a Director and  President of Hotel  Operations of the
Company  since  the  Company's  acquisition,  by way of  merger,  of Beck  Group
Management Corp. on April 24, 1997. From March 1990 until he joined the Company,
Mr. Nanosky was President of Beck Group  Management  Corp., a company engaged in
the hotel management business.

Harry G. Yeaggy

     Mr.  Yeaggy has been a Director and Vice  Chairman of the Company since the
Company's acquisition, by way of merger, of Beck Group Management Corp. on April
24, 1997. He has been a principal  stockholder  and chief  operating  officer of
Beck  Hospitality  Inc.  III and  predecessor  companies  engaged  in the  hotel
management  business  since 1986.  He has also been a director and  President of
Union  Savings  Bank in  Cincinnati,  Ohio since 1986.  Union  Savings Bank is a
wholly-owned  subsidiary of U.S. Bancorp., a savings and loan holding company of
which Mr. Yeaggy is a director and Vice President and Secretary.

Other Position:

Richard A. Tonges

     Mr.  Tonges has been Vice  President-Finance  and  Treasurer of the Company
since the  Company's  acquisition,  by way of merger,  of Beck Group  Management
Corp.  on April 24,  1997.  Prior to joining the Company,  Mr.  Tonges was Chief
Financial  Officer of Beck Group  Management  Corp.  since  September  1978. Mr.
Tonges is a certified public accountant.

Committees of the Board of Directors

     The Board of Directors of the Company has appointed three  committees:  the
Audit Committee, the Compensation Committee and the Operating Committee.

Audit Committee. The Audit Committee periodically reviews the Company's auditing
practices and procedures and makes recommendations to management or to the Board
of Directors as to any changes to such practices and procedures deemed necessary
from time to time to comply with  applicable  auditing  rules,  regulations  and
practices, and recommends independent auditors for the Company.

Members:  Paul Tipps (Chairman), C. Scott Bartlett, Jr. and Richard P. Lerner

Compensation  Committee.  The Compensation  Committee meets periodically to make
recommendations  to the  Board of  Directors  concerning  the  compensation  and
benefits  payable  to  the  Company's   executive   officers  and  other  senior
executives.

Members:  Lucille Hart-Brown  (Chairman),  Richard P. Lerner,  Arthur Lubell and
Paul Tipps

Operating Committee.  The Operating Committee advises and makes  recommendations
to the full Board of Directors with respect to matters of policy relating to the
general conduct of the business of the Company.

Members: Louis S. Beck (Chairman),  C. Scott Bartlett,  Jr., James E. Bishop and
Lucille Hart-Brown

         During the year ended December 31, 1999, the Compensation Committee met
one time and the Audit  Committee  met five times,  four of which were by way of
telephone conference. The Operating Committee did not meet.

Staggered Board of Directors

         The  Company's  Restated  Certificate  of  Incorporation,  as  amended,
provides for a staggered Board of Directors having three classes: Class A, Class
B and Class C. The number of directors in each class shall consist, as nearly as
may be  possible,  of  one-third  of the  authorized  number of  directors.  The
authorized  number  of  directors  shall be  determined  from  time to time by a
majority of the directors in office.


                                       4
<PAGE>

         A classified  Board of Directors  may have the effect of making it more
difficult to remove incumbent directors,  providing such directors with enhanced
ability to retain their positions. A classified Board of Directors may also make
the  acquisition  of control of the Company by a third party by means of a proxy
contest  more  difficult.  In  addition,  the  classification  may  make it more
difficult to change the majority of directors for business reasons  unrelated to
a change of control.

         The   Certificate   provides  that  the  above   provisions   regarding
classification of the Board of Directors may not be amended, altered, changed or
repealed  except by the  affirmative  vote of at least  66-2/3% of the shares of
Common Stock  entitled to vote at a meeting of the  stockholders  called for the
consideration  of such  amendment,  alteration,  change or repeal,  unless  such
proposal shall have been proposed by a majority of the Board of Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  executive  officers and  directors,  and persons who own
more than 10% of a registered class of the Company's equity securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission. Based on a review of the copies of reports furnished to the Company,
the Company  believes  that during the year ended  December  31, 1999 all filing
requirements  applicable to its officers,  directors and 10%  beneficial  owners
were met.

Item 10. Executive Compensation.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation

         The  Company's  non-employee  directors  receive an annual  retainer of
$15,000 and $1,000 per meeting of the Board of Directors attended.  In addition,
if a  non-employee  director  retires  from  service on the Board of  Directors,
either  during a term or by not  standing  for  re-election,  such  director  is
entitled to a retirement  payment of $40,000 plus $5,000 for each year remaining
in his or her term. No more than two  directors are entitled to this  retirement
benefit  in any  calendar  year  without  the  approval  of the  full  Board  of
Directors.






























                                       5
<PAGE>
Executive Compensation

         The following table sets forth the compensation  paid or accrued by the
Company for services  rendered in all capacities  for executive  officers of the
Company  who  received  compensation  in excess of  $100,000  during  the period
January 1, 1999 to December 31, 1999.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                    Annual Compensation                        Long-Term Compensation
                                          ----------------------------------------      ---------------------------------
                                                                                           Awards               Payouts
                                                                                        ------------       --------------
                                                                                         Securities              All
Name and Principal                                                   Other Annual        Underlying             Other
Position                      Year        Salary      Bonus (1)    Compensation (2)     Options/SARs       Compensation(3)
-------------------------------------------------------------------------------------------------------------------------
<S>                            <C>         <C>           <C>               <C>               <C>                 <C>
Louis S. Beck,                1999      $275,000           -                -                  -               $1,722
Chairman and Chief            1998      $275,000           -                -                  -               $6,100
Executive Officer             1997      $183,333           -                -                  -               $4,561
-------------------------------------------------------------------------------------------------------------------------

James E. Bishop,              1999      $215,000           -                -                  -                   -
President                     1998      $205,436       $35,000              -                  -                   -
                              1997      $206,173 (4)   $35,000          $28,705 (5)        100,000                 -
-------------------------------------------------------------------------------------------------------------------------

Michael M. Nanonsky,          1999      $176,250       $30,000              -                  -                $1,490
President of Hotel            1998      $175,000       $25,000              -                  -                $2,337
Operations                    1997      $ 54,000       $60,000              -                  -                $1,660
-------------------------------------------------------------------------------------------------------------------------

Harry G. Yeaggy, Vice         1999      $175,000           -                -                  -                $2,924
Chairman                      1998      $175,000           -                -                  -                $4,236
                              1997      $116,667           -                -                  -                $3,068
-------------------------------------------------------------------------------------------------------------------------

Richard A. Tonges,            1999      $125,416       $25,000              -                  -                $1,438
Treasurer and Vice            1998      $92,605(6)     $25,000              -                  -                $2,633
President of Finance          1997      $40,875(6)         -                -                  -                $2,097
-------------------------------------------------------------------------------------------------------------------------

</TABLE>


     (1) The bonuses  shown for Mr.  Bishop in 1997 and 1998 were awarded by the
Compensation  Committee in March 1999 for services  rendered during those fiscal
years.

     (2) Messrs. Beck, Nanosky, Tonges and Yeaggy receive reimbursement from the
Company for automobile expenses;  however, such amounts do not exceed the lesser
of $50,000 or 10% of each person's respective aggregate salary and bonus for any
of the fiscal years disclosed.

     (3) The amounts shown in this column represent  insurance  premiums paid by
the Company with respect to permanent life  insurance and  disability  insurance
for the benefit of each named executive officer.


                                       6
<PAGE>

     (4) This figure  includes an annual annuity  payment of $10,000 paid by the
Company to the named executive officer and a payment of $3,960, representing the
income tax cost attributable to the annuity premium.

     (5) In 1997 the Company reimbursed Mr. Bishop $2,203 for dental and medical
expenses and $26,502 for moving  expenses  incidental  to the  relocation of the
Company's executive officers from New Jersey to Boca Raton, Florida.

     (6) The amounts  shown as salary for Mr. Tonges for the years 1997 and 1998
were paid by the Company to Beck Hospitality Inc. III ("Beck III"), the employer
from whom Mr. Tonges actually received payment.  The Company and Beck III shared
the  compensation  expense  attributable to Mr. Tonges pursuant to an allocation
arrangement.

Employment Agreements

         The Company  entered into written  employment  agreements  with Messrs.
Beck,  Yeaggy and  Nanosky,  all dated April 24, 1997 and James E. Bishop  dated
April 4, 1997, as amended by amendment  dated April 1, 1999. The agreements with
Messrs.  Beck, Yeaggy and Nanosky were for terms of three years, ending on April
23, 2000 and have not been formally extended.

         Mr. Beck is  employed  as Chairman of the Board,  and is paid an annual
salary of $275,000,  which may be increased  from time to time at the discretion
of the Board of Directors.  He may also be paid a bonus in an amount  determined
by the Board of Director in its  discretion  and is entitled to such benefits as
the Board of Directors shall adopt. In the employment  agreement the Company has
acknowledged  that Mr.  Beck is the owner,  an  officer  and  director  of other
businesses that engage in the hotel business.  Mr. Beck has agreed not to engage
in any business  that  competes with the Company.  Matters  involving  potential
conflicts of interests will be referred by management to the Audit  Committee of
the Board of  Directors  for  consideration.  The Audit  Committee  is comprised
entirely of independent directors.

         Mr.  Yeaggy is  employed  as Vice  Chairman of the Board and is paid an
annual  salary  of  $175,000,  which may be  increased  from time to time at the
discretion  of the Board of  Directors.  His  employment  agreement is otherwise
substantially  similar to the  employment  agreement  between  Mr.  Beck and the
Company.

         The  employment  agreement  with Mr. Bishop is for a term which ends on
April 23, 2001,  and is  automatically  renewed for additional one year periods,
unless  terminated by the Company on one year's prior notice.  He is employed as
President of the Company with general  supervisory  authority of the business of
the  Company  and its  subsidiaries  and  charged  with  the  responsibility  of
preparing and  implementing  a strategic  plan and seeking out and  consummating
acquisitions,  under the  supervision of and in accordance  with policies set by
the  Chairman  of the Board and the Board of  Directors.  Mr.  Bishop is paid an
annual  salary  of  $215,000,  which may be  increased  from time to time at the
discretion of the Board of Directors.  He is also entitled to an annual bonus in
an amount to be determined in accordance  with the Company's  then current bonus
or incentive  compensation  plan. Mr. Bishop is also entitled to a comprehensive
medical  indemnity  policy for himself and his family,  an annual  allowance  of
$2,000 for additional  out-of-pocket  medical  payments,  an annual allowance of
$2,000 for dental expenses,  an annual payment of $10,000 for the purchase of an
annuity, grossed up for the income tax cost, term life insurance coverage in the
amount of $1,000,000 to the extent the same is available at normal market rates,
long-term  disability insurance coverage and such other benefits as the Board of
Directors  shall  adopt and approve for him. In the event of a change in control
of the Company, Mr. Bishop is entitled to a lump sum payment of $300,000.

         Mr. Nanosky is employed as President of Hotel Operations of the Company
and is charged with the responsibilities  typical of a division president. He is
paid an annual salary of $205,000,  which may be increased  from time to time at
the discretion of the Board of Directors. He is also entitled to an annual bonus
of up to $100,000 based upon the Company's  success in achieving  budgeted goals
for the Company's hotel properties and operations.  Mr. Nanosky is also entitled
to a comprehensive  medical indemnity policy for himself and his family,  "split
dollar" life insurance coverage in the amount of $480,000,  long-term disability
insurance coverage and such other benefits as the Board of Directors shall adopt
and approve for him.

Stock Options

         In August 1996, the Board of Directors and  stockholders of the Company
adopted the 1996 Stock Option Plan (the "Plan") and reserved  300,000  shares of
Common  Stock for  issuance  thereunder.  The Plan  provides for the granting to
employees  (including  employee  directors and officers) of options  intended to
qualify as incentive  stock options within the meaning of ss.422 of the Internal
Revenue  Code of  1986,  as  amended  (the  "Code"),  and for  the  granting  of
nonstatutory  stock options to employees and consultants.  The Plan is currently
administered by the Company's Compensation Committee.


                                       7
<PAGE>

         The Plan  provides for the  granting of both  Incentive  Stock  Options
("ISOs") and  nonstatutory  stock options (an "NSO") and in connection with such
options the granting of stock appreciation rights (an "SAR") or additional stock
options,  known as progressive stock options, in the event the grantee exercises
such stock  options by  surrendering  shares of Common  Stock of the  Company (a
"PSO"). SARs enable a holder to surrender a SAR and to receive a payment in cash
equal to the difference between the fair market value of the Common Stock on the
date of  surrender  of the related  SAR and the SAR price.  NSOs and SARs may be
issued to any key employee or officer of the Company or its subsidiaries, or any
other  person  who is an  independent  contractor,  agent or  consultant  of the
Company or its  subsidiaries  but not any  director of the Company who is not an
employee of the Company. ISOs may be issued to key employees and officers of the
Company and its subsidiaries,  but not to any independent  contractor,  agent or
consultant.  The  Compensation  Committee  also  determines  the  times at which
options become exercisable,  their  transferability and the dates, not more than
ten years after the date of grant, on which options will expire. Options have no
value unless the price of the Common Stock  appreciates  after the date of grant
and the holder satisfies applicable vesting requirements.

Stock Appreciation Rights

         Effective April 24, 1997, the Company granted an SAR to Mr. Bishop, the
President of the Company,  in  connection  with his  employment  agreement  with
respect  to 100,000  shares of Common  Stock at an  exercise  price of $3.25 per
share,  which  vests  20,000  shares  per  year  over a  period  of five  years,
commencing   that  date,   subject  to   accelerated   vesting   under   certain
circumstances.  Each 20,000 SAR  segment  has an  exercise  period of six years.
Effective April 24, 1997, Messrs.  Hatala, Lubell,  Bartlett,  Lerner, Tipps and
Ms.  Hart-Brown  and two former  members of the Board of Directors  were granted
SARs  with  respect  to 5,000  shares  at an  exercise  price of $3.25 per share
(collectively,  the "Director SARs"). Mr. Lerner  subsequently waived all rights
with respect to his Director SARs. The Director SARs may be exercised during the
period October 25, 1997 through April 23, 2003. In no event may the  appreciated
value per share paid in respect of the  Director  SARs  exceed  $7.00 per share.
Effective  December 18, 1998, the Company  granted an SAR with respect to 25,000
shares at an exercise price of $2.48 per share,  to Mr. Tipps, a Director of the
Company,  in  consideration  of services  performed  for the  Company.  This SAR
expires on December 17, 2003.  None of the foregoing SARs were granted under the
Plan.

Option/SAR Grants in Last Fiscal Year

         During  1999,  no  options  or SARs  were  granted  under  the  Plan or
otherwise by the Company to any of the executive  officers listed in the Summary
Compensation Table and no options granted were exercised.

Option Exercises and Fiscal Year-End Values

         Shown below is information  with respect to the  aggregated  option/SAR
exercises in 1999 and the option/SAR values for the fiscal  year-ended  December
31, 1999.
<TABLE>
<CAPTION>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES


                                                                       Number Of
                              Shares                                   Securities                    Value Of
                             Acquired                                  Underlying                   Unexercised
                                On                Value            Unexercised Options         In-The-Money Options
                             Exercise           Realized              at FY-End (#)                at FY-End ($)
Name                            (#)                ($)                Exercisable                    Exercisable
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                      <C>                           <C>
James E. Bishop                 0                   0                    4,000                            $0
-------------------------------------------------------------------------------------------------------------------------

</TABLE>






                                       8
<PAGE>

<TABLE>
<CAPTION>

                  AGGREGATED SAR EXERCISES IN LAST FISCAL YEAR
                         AND FISCAL YEAR-END SAR VALUES


                                                                 Number Of                            Value Of
                                                                Securities                          Unexercised
                           Shares                               Underlying                          In-The-Money
                          Acquired                           Unexercised SARs                           SARs
                             On           Value                at FY-End (#)                       at FY-End ($)
                          Exercise       Realized
Name                         (#)           ($)           Exercisable Unexercisable           Exercisable Unexercisable
                                                         ----------- -------------           ----------- -------------
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>             <C>             <C>                    <C>            <C>
James E. Bishop               0             0             60,000          40,000                  $0             $0
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Report of Compensation Committee

         The  Compensation  Committee  of the Board of  Directors of the Company
presents  this  report  on the  compensation  policies  of the  Company  for its
executive officers.

         The Company's compensation program for executives consists of three key
elements:  (i) a base salary, (ii) a  performance-based  annual bonus, and (iii)
periodic  grants of stock  options or other  stock-based  awards.  This  program
ensures that executive  officers are compensated in a way that advances both the
short-term and long-term  interests of  stockholders.  The variable annual bonus
permits  individual  performance  to be recognized  on an annual  basis,  and is
based,  in significant  part, on an evaluation of the  contribution  made by the
officer  to  the  Company's   performance.   Stock  options   relate   long-term
remuneration  directly  to  stock  price  appreciation  realized  by  all of the
Company's stockholders.

         Base Salary. In making a determination whether to adjust base salaries,
the  Committee  will take into  account  such  factors as  competitive  industry
salaries,  the  contribution and experience of the officer and the length of the
officer's  service.  Each of the Company's key executive  officers' present base
salaries were set under  employment  contracts  which became  effective upon the
Company's  commencement of its hotel business in late April 1997. In March 1999,
the  Committee  recommended  an  increase  in the base  salary of the  Company's
President, Mr. Bishop from $200,000 to $215,000.

         Annual Bonus.  At its meeting in March 1999,  the Committee  authorized
bonuses of $35,000 to Mr.  Bishop,  on account of his services  during the years
ended  December 31, 1997 and December 31, 1998. The aggregate sum of $70,000 was
paid to Mr. Bishop during 1999. In 1998,  the Committee had  determined to defer
consideration  of bonuses for Mr.  Bishop  until it was in a better  position to
evaluate the Company's  strategic growth and development plan. The Committee has
not acted on the award of bonuses on account of the Company's performance during
the year ended December 31, 1999.

         Stock Options. The Committee did not grant any stock options during the
year ended  December 31, 1999.  Future grants may be made to executive  officers
upon initial  employment,  in recognition of an individual's  performance,  upon
promotion  to a position  of higher  responsibility  or in  connection  with the
execution of a new or amended employment agreement.

         Chief Executive Officer  Compensation.  As Chairman and Chief Executive
Officer, Mr. Beck is compensated pursuant to the employment agreement he entered
into in April 1997 which  provides for a base salary of $275,000.  The Committee
will  consider  increases  in  the  base  salary  and  bonuses  based  upon  the
development and implementation of the Company's strategic growth and development
plan.

         Members of the Compensation Committee

         Lucille Hart-Brown, Chairman
         Richard P. Lerner
         Arthur Lubell
         Paul Tipps

Compensation Committee Interlocks and Insider Participation

         None of the  members of the  Compensation  Committee  is or has been an
officer or employee of the Company,  except Mr. Lubell, who was Treasurer of the
Company from 1995 to 1997.



                                       9
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain  information with respect to the
beneficial  ownership  of the capital  stock of the Company as of April 20, 2000
for (i) each person who is known by the Company to beneficially own more than 5%
of any class of capital stock;  (ii) each named executive  officer listed in the
Summary  Compensation Table below; (iii) each director of the Company;  and (iv)
all  directors  and  executive  officers  of the  Company as a group.  Except as
otherwise  indicated,  each listed  person has sole voting power and  investment
power over the respective shares owned.

<TABLE>
<CAPTION>

                                             Amount and Nature    Amount and Nature       Percent of      Percent of
                                               of Beneficial        of Beneficial          Class of        Class of
   Name and Address of                         Ownership of          Ownership of           Common        Preferred
   Beneficial Owner (1)                        Common Stock        Preferred Stock           Stock          Stock
----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>                  <C>           <C>
   Louis S. Beck (2)                            2,927,499              12,866.06              33.8%           77%
----------------------------------------------------------------------------------------------------------------------
   Harry G. Yeaggy (3)                          1,182,500               5,022.02              13.6%           30%
----------------------------------------------------------------------------------------------------------------------
   Vincent W. Hatala, Jr.                             -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   Arthur Lubell                                      -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   Richard P. Lerner                                  -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   James E. Bishop (4)                              4,000                    -                  *              -
----------------------------------------------------------------------------------------------------------------------
   C. Scott Bartlett, Jr.                           5,000                    -                  *              -
----------------------------------------------------------------------------------------------------------------------
   Lucille Hart-Brown                                 -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   Richard A. Tonges                                  -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   Michael M. Nanosky                                 -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   Paul Tipps                                         -                      -                  -              -
----------------------------------------------------------------------------------------------------------------------
   The United States Lines, Inc. and              816,944                    -                 9.4%            -
   United States Lines (S.A.), Inc.
   Reorganization Trust, John Paulyson,
   Trustee  (5)
        184-186 North Avenue East
        Cranford, New Jersey  07016
----------------------------------------------------------------------------------------------------------------------
   Beck Hospitality Inc. III (6)                  310,000              1,100                   3.6%            7%
        8534 E. Kemper Road
        Cincinnati, Ohio  45249
----------------------------------------------------------------------------------------------------------------------
   Daewoo Corporation (7)                         623,911                    -                 7.2%            -
   c/o Lubell & Koven
        350 Fifth Avenue
        New York, New York  10118
----------------------------------------------------------------------------------------------------------------------
   All directors and executive officers         3,808,999             16,788.08               43.9%          100%
   as a group (11 persons)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Represents less than 1%.

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

     (1) Unless  otherwise  noted,  the address of each of the listed persons is
c/o the Company, 2300 Corporate Boulevard,  N.W., Suite 232, Boca Raton, Florida
33431-8596.

     (2) Includes (i) 2,617,499  shares of Common Stock and 10,938.06  shares of
Preferred  Stock held by Elbe  Financial  Group,  LLC  ("Elbe") and (ii) 310,000
shares  of  Common  Stock  and 1,100  shares  of  Preferred  Stock  held by Beck
Hospitality  Inc. III. Mr. Beck controls Elbe and is its sole beneficial  owner.
Mr. Beck is an officer, director and controlling shareholder of Beck Hospitality
Inc.  III. He has sole voting  power over  2,617,499  shares of Common Stock and
shared voting power over 310,000 shares of Common Stock.


                                       10
<PAGE>
     (3) Includes  310,000  shares of Common Stock and 1,100 shares of Preferred
Stock held by Beck Hospitality Inc. III. Mr. Yeaggy is an officer,  director and
shareholder of Beck  Hospitality Inc. III. Mr. Yeaggy has sole voting power over
872,500  shares of Common Stock and shared  voting power over 310,000  shares of
Common Stock.

     (4)  Includes  options to purchase  4,000  shares of Common  Stock that are
currently exercisable.

     (5) The  Reorganization  Trust is the  record  owner of  816,944  shares of
Common  Stock for the benefit of former  unsecured  creditors  of United  States
Lines, Inc. (U.S. Lines) whose claims have not been resolved. In accordance with
an order of the United States  Bankruptcy Court for the Southern District of New
York (In re United States Lines,  Inc., Case No. 86B 12240),  the Trustee of the
Reorganization Trust votes such shares, on each proposal before shareholders, in
the same  proportion  "for" or "against" (or  "withhold" in the case of director
elections)  such  proposal as  shareholders  (other than the Trust) who actually
vote in person or by proxy,  but  disregarding for this purpose (i) shareholders
who do not vote or who vote  "abstain"  and (ii) shares of Common  Stock  issued
after March 16, 1997. The 3,799,999 shares held by Messrs. Beck, Yeaggy or their
affiliates are shares issued after March 16, 1997.

     (6) Messrs. Beck and Yeaggy own 75% and 25%, respectively,  of the stock of
Beck  Hospitality  Inc. III and are officers and directors of that  corporation.
Beck  Hospitality  Inc.  III has sole voting and  investment  power over 310,000
shares of Common Stock.  Messrs. Beck and Yeaggy have reported they share voting
and investment power over these shares.

     (7)  Daewoo   Corporation,   a  public  corporation  of  South  Korea  with
headquarters  in Seoul,  was the largest  unsecured  creditor in the U.S.  Lines
bankruptcy  and,  accordingly,  the  recipient of the greatest  number of shares
through the Reorganization Trust.


Item 12. Certain Relationships and Related Transactions.

         During  1999 the  Company  managed one hotel which was owned by a third
party in which Messrs. Beck and Yeaggy had an interest. The hotel was sold to an
unrelated party in December 1999 but is still managed by the Company.

Interest of Messrs.  Beck and Yeaggy in a Property Subject to a Mortgage Held by
the Company

         The Company has a financial  participation  in the form of a promissory
note secured by a mortgage on a KOA  Campground  in Kissimee,  Florida (the "KOA
Note"), which is owned by an affiliate of Messrs. Beck and Yeaggy. The principal
balance  of the KOA  Note as of  March  31,  2000 is  $3,308,935.  The KOA  Note
provides for monthly principal  payments based upon a twenty-year  amortization.
The note matures on May 1, 2000, but its maturity date is automatically extended
for an additional three years on a one time basis, if the note is not in default
on the  original  maturity  date.  As of April  1,  2000 the KOA Note was not in
default.  The KOA Note bears  interest at a fixed rate of 8% per annum.  Messrs.
Beck and Yeaggy have jointly and severally  guaranteed  the payment of the note.
The  Company  does  not  regard  this  guaranty  as  material  to  the  ultimate
satisfaction  of the KOA Note on the basis that the value of the KOA  Campground
exceeds the underlying mortgage indebtedness.

Interest of Messrs. Beck and Yeaggy in Service Providers to the Company

         The Company has a service  agreement  for a hotel  property  management
system  with  Computel  Computer  Systems,  Inc.  ("Computel"),   a  corporation
wholly-owned by Messrs.  Beck and Yeaggy, for ten of the hotels owned or managed
by the Company.  The agreement  automatically renews for successive terms of one
year,  unless one party notifies the other to the contrary at least three months
prior to the scheduled  termination date. Computel is paid a monthly fee of $275
per hotel location for its basic property  management  software package plus one
computer terminal.  For each additional terminal at a hotel location there is an
additional  charge of $75 per month.  Additional  monthly  fees are  charged for
add-on software for such services as guest messaging, call accounting interface,
franchise  central  reservation  interface  and  movie  interface.  The  Company
believes  that  these are  market-rate  fees.  The  Company  projects  aggregate
payments to Computel  of  approximately  $ 70,000  during  2000.  On each annual
renewal of the agreement, Computel is entitled to increase its fees commensurate
with the fees charged to other customers.  As a result of requirements of one of
the Company's  franchisers,  during 1998 a number of the hotels owned or managed
by the Company  changed to a computer  reporting  system  controlled  by a party
unaffiliated  with the  Company,  which  resulted in a decrease in the volume of
business with Computel.


                                       11
<PAGE>

         Personnel  at the hotels  owned by the  Company  and some of the hotels
managed by the Company are provided by  Hospitality  Employee  Leasing  Program,
Inc. ("HELP"),  a corporation also wholly-owned by Messrs.  Beck and Yeaggy. The
Company pays HELP an  administrative  fee of $10.15 per pay period per employee.
The owners of managed hotels pay HELP administrative fees of $8.00 to $10.15 per
pay period per employee.  The Company believes that these are market-rate  fees.
Based on the Company's present  operations,  the Company projects aggregate fees
of  approximately  $193,900 in respect of owned hotels,  and  aggregate  fees of
approximately $356,300 in respect of managed hotels, to HELP during 2000.

Interest of Messrs. Beck and Yeaggy in Premises Occupied by the Company

         The Company subleases office space in Cincinnati,  Ohio and Boca Raton,
Florida from affiliates of Messrs.  Beck and Yeaggy. The Sublease agreements are
on a  triple-net  basis and  provide for annual  rental  payments of $25,248 and
$18,240 respectively. The Company believes that these are market rate rentals.

Interest of Messrs. Beck and Yeaggy in Best Western, Kings Quarters

         The Company has an 85% general  partnership  interest in Kings Dominion
Lodge,  a  Virginia  general  partnership,  the sole asset of which is the hotel
known as the Best  Western,  Kings  Quarters,  which is  adjacent  to the  Kings
Dominion  Amusement  Park near  Richmond,  Virginia.  The  remaining 15% general
partnership  interest is held by Elbe  Properties,  an Ohio general  partnership
whose partners are Messrs. Beck and Yeaggy.

         Under the partnership  agreement for Kings Dominion Lodge,  the Company
is the managing  partner and has the authority to direct the day-to-day  affairs
of the  partnership's  business.  The  managing  partner may not  construct  any
buildings on the real property owned by the  partnership  without the consent of
the other  partner.  Any sale of an interest  in the  partnership  requires  the
consent of the other  partner.  The  partnership  agreement  also  provides  for
periodic  distributions  of  free  cash  flow  except  to the  extent  that  any
distribution would impair the business of the partnership.

Limited Guarantees by Messrs. Beck and Yeaggy of Indebtedness of the Company

         Messrs. Beck and Yeaggy have personally  guaranteed  obligations of the
Company to various banks in the aggregate  principal  amount of $5,225,675 as of
March 31, 2000. These obligations are also secured by mortgages on the Company's
hotels known as Days Inn East  (Cincinnati);  Holiday Inn  Express,  Juno Beach;
Knight Inn Lafayette (Indiana) and Days Inn, Pompano Beach. In addition, Messrs.
Beck and Yeaggy have  personally  guaranteed  the  obligations of the Company in
connection  with seven loans  secured by  mortgages  on the hotels known as Best
Western,  Kings Quarters,  Days Inn RTP (Raleigh),  Days Inn Crabtree (Raleigh),
Best Western  Cambridge (Ohio),  Days Inn Cambridge  (Ohio),  Red Roof Inn Kings
Island (Ohio) and Days Inn Kings Island (Ohio). The obligations of Messrs.  Beck
and Yeaggy  pursuant  to their  guarantees  in  connection  with these loans are
limited  to payment of the  outstanding  debt in the event of fraud or  material
misrepresentation  by the borrowing entities,  and indemnification in connection
with certain specific liability and costs for the lender,  such as environmental
liability and liability caused by the gross negligence or willful  misconduct of
the  borrowing  entity,  the  failure  to  pay  property  taxes  when  due,  the
misapplication  of insurance and condemnation  proceeds,  damage or waste to the
property  subject to lender's  mortgage,  and costs  incurred by the lender as a
result  of  certain  actions  taken by the  borrowing  entity  after an event of
default.

Allocation of Compensation Expenses

         Charles W. Thornton, Corporate Counsel of the Company, works for and is
compensated  by an affiliate of Messrs.  Beck and Yeaggy,  and bills the Company
for time based on an hourly rate. The Company  believes that the rate charged by
Mr. Thornton is fair and reasonable.

Restrictions  on  Transfers  of Stock  Owned by  Messrs.  Beck  and  Yeaggy  and
Registration Rights

         Messrs. Beck and Yeaggy, in the aggregate,  directly and indirectly own
approximately 44% of the outstanding  shares of the Company's Common Stock. They
have agreed that until April 23, 2001,  they will not  transfer,  in any manner,
any shares of the Common Stock,  without the consent of the  Company's  Board of
Directors.  The Company shall have no obligation to consent to a transfer unless
it shall have  received  an opinion of counsel to the effect  that the  transfer
does not give rise to an  "ownership  change"  under Code ss.  382 or  otherwise
affect the availability to the Company of its "net operating loss carryforwards"
and any other  applicable tax  attributes  for Federal  income tax purposes.  In
addition to the foregoing transferability  restrictions that have been consented
to  by  Messrs.   Beck  and  Yeaggy,   the   Company   has  imposed   equivalent
transferability  restrictions  upon certain other "5-percent  shareholders"  for
purposes of Code ss. 382.



                                       12
<PAGE>

         Messrs.  Beck and Yeaggy have been granted certain  registration rights
with respect to the Company's securities owned by them. On a one-time basis they
may demand registration,  at the Company's expense, of shares of Preferred Stock
owned by them.  In  addition,  if the Company  proposes  to register  any of its
securities in connection with a public  offering of such securities  (other than
in connection  with certain  limited purpose  registrations),  Messrs.  Beck and
Yeaggy may request that the Preferred  Stock be registered  incidental  thereto.
Following the termination of the transferability restrictions referred to above,
on a one-time basis,  Messrs. Beck and Yeaggy may also demand  registration,  at
the  Company's  expense,  of their  shares  of Common  Stock.  In  addition,  if
following the termination of the transferability restrictions referred to above,
the Company  proposes to register any of its  securities  in  connection  with a
public  offering of such  securities  (other  than in  connection  with  certain
limited purpose  registrations),  Messrs. Beck and Yeaggy may request that their
Common Stock be registered incidental thereto.

Item 13. Exhibits, Lists and Reports on Form 8-K.

         The  information  required  by Part  III,  Item 13 of  Form  10-KSB  is
incorporated  by reference from the  Registrant's  Form 10-KSB,  which was filed
with the Securities and Exchange Commission on March 29, 2000.

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                    JANUS HOTELS AND RESORTS, INC.


Dated:  April 28, 2000              /s/ James E. Bishop
                                    -------------------------------
                                    James E. Bishop
                                    President


Dated:  April 28, 2000              /s/ Richard A. Tonges
                                    -------------------------------
                                    Richard A. Tonges
                                    Treasurer and Vice President of Finance
                                    (Principal Financial and Accounting Officer)




























                                       13