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

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

                                    FORM 10-Q

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

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000

                                       OR

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

             For the transition period from ________ to _________.

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

                        Commission File Number: 000-24331

                      Raintree Resorts International, Inc.
                     CR Resorts Capital S. de R.L. de C.V. *
             (Exact name of Registrant as Specified in its Charter)

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

                Nevada                                       76-0549149
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation  or organization)                     Identification No.)


                         10000 Memorial Drive, Suite 480
                              Houston, Texas 77024
          (Address of principal executive offices, including zip code)

                                 (713) 613-2800
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


     As of September 30, 2000, the  Registrant  had 10,766,300  shares of Common
Stock outstanding and Warrants to purchase 2,369,962 shares of Common Stock.


     *CR Resorts  Capital,  S. de R.L. de C.V., a subsidiary of Raintree Resorts
International,  Inc.,  is a  co-registrant,  formed under the laws of the United
Mexican   States   (Mexican   tax   identification    number   CRC   970811E5A).

                              --------------------
                                       1


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                               RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                                 TABLE OF CONTENTS



                                                                                                            Page
<S>                                                                                                            <C>

PART I. FINANCIAL INFORMATION

     ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:
         Consolidated Balance Sheets as of
              December 31, 1999 and September 30, 2000 (Unaudited) ..........................................   3
         Consolidated Statements of Operations and Comprehensive Loss
              for the Three and Nine Months ended September 30, 1999 and 2000 (Unaudited) ...................   4
         Consolidated Statements of Cash Flows
              for the Nine Months ended September 30, 1999 and 2000 (Unaudited)..............................   5
         Notes to Consolidated Financial Statements (Unaudited) .............................................   6

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................  13

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................................  20

PART II. OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS...............................................................................  21
     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................................................  21
     ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................................................  21
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................  21
     ITEM 5. OTHER INFORMATION ..............................................................................  21
     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................................................  21

SIGNATURES.................................................................................................... 22


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                                        2

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                          PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                 (in thousands except share and per share data)


                                                                                                             (Unaudited)
                                                                                       December 31,          September 30,
                                                                                           1999                  2000
                                                                                     ------------------    -----------------
<S>                                                                                         <C>                  <C>

Assets
    Cash and cash equivalents ....................................................          $   8,311            $   3,282
    Vacation Interval receivables and other trade receivables, net................             61,232               74,617
    Inventories ..................................................................                896                  800
    Refundable Mexican taxes .....................................................              4,521                2,380
    Facilities,office furniture and equipment, net ...............................              5,255                5,300
    Land held for vacation ownership development .................................             24,119               10,354
    Property held for sale .......................................................                 --                1,517
    Equity investments............................................................              3,532                  240
    Cost of unsold vacation ownership intervals and related club memberships......             23,605               16,423
    Retained interest in hotel cash flows ........................................              4,000                4,000
    Deferred loan costs, net .....................................................              7,342                6,105
    Exclusivity agreementand other intangibles ...................................                 --                2,815
    Prepaid and other assets  ....................................................              3,058                4,039
                                                                                            ---------            ---------
Total assets .....................................................................          $ 145,871            $ 131,872
                                                                                            =========            =========

Liabilities and Shareholders' Investment

Liabilities
    Accounts payable and accrued liabilities  ....................................          $  14,098            $  21,099
    Notes payable  ...............................................................             44,787               42,028
    Senior Notes, due 2004, net of unamortized original issue discount of $6,574
       and $5,268 at December 31, 1999 and September 30, 2000, respectively.......             93,426               89,232
    Taxes payable  ...............................................................              1,101                  215
    Unearned services fees .......................................................              2,028                3,207
                                                                                            ---------            ---------
Total liabilities  ...............................................................            155,440              155,781

Commitments and Contingencies

Redeemable Preferred Stock
    Pay-in-Kind preferred stock; Par value $.001; 5,000,000 shares authorized,
       52,250 shares issued and outstanding at September 30, 2000; aggregate
       liquidation preference of $5,578 at September 30, 2000 ....................              5,143                5,509
    Convertible preferred stock; $100 per share liquidation value; 5,775 shares
       issued and outstanding at December 31, 1999 ...............................                811                   --
                                                                                            ---------            ---------
                                                                                                5,954                5,509
Shareholders' Deficit
    Common stock; par value $.001; 45,000,000 shares authorized, 10,766,300 shares
       issued and outstanding at December 31, 1999 and September 30, 2000.........                 11                   11
    Additional paid-in capital ...................................................              2,003                1,627
    Warrants to purchase, 2,369,962 shares of common stock at December 31, 1999
       and September 30, 2000 ....................................................              9,331                9,331
    Accumulated deficit ..........................................................            (26,998)             (40,359)
    Cumulative translation adjustment ............................................                130                  (28)
                                                                                            ---------            ---------
Total shareholders' deficit ......................................................            (15,523)             (29,418)
                                                                                            ---------            ---------
Total liabilities and shareholders' deficit ......................................          $ 145,871            $ 131,872
                                                                                            =========            =========



   The accompanying notes are an integral part of these financial statements.
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<CAPTION>




              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                      (in thousands except per share data)
                                   (Unaudited)


                                                                  Nine Months Ended                 Three Months Ended
                                                                    September 30,                      September 30,

                                                            -----------------------------     ------------------------------
                                                                1999            2000             1999             2000
                                                            -------------    ------------     ------------    --------------
<S>                                                           <C>            <C>                <C>             <C>

Statement of Operations
Revenues
   Vacation Interval sales ........................           $ 48,620       $  55,529          $ 16,320        $  20,242
   Rental and service fee income ..................              6,749           8,142             2,167            2,590
   Interest income on Vacation Interval receivables              5,459           6,213             1,744            2,064
   Other income ...................................              2,309           2,014               626              700
                                                              --------       ---------          --------        ---------
     Total revenues ...............................             63,137          71,898            20,857           25,596
Costs and Operating Expenses
   Cost of Vacation Interval sales.................             13,029          13,175             4,420            4,722
   Provision for doubtful accounts ................              3,759           4,671             1,241            1,720
   Advertising, sales and marketing ...............             22,471          25,010             7,565            9,263
   Maintenance and energy .........................              8,122           9,418             3,191            3,480
   General and administrative .....................              8,110           8,926             2,761            3,343
   Depreciation ...................................                733           1,093               266              383
   Amortization of goodwill .......................              1,264             150                --               --
   Loss on sale of propert                                          --           7,249                --            1,049
                                                              --------       ---------          --------        ---------
     Total costs and operating expenses ...........             57,488          69,692            19,444           23,960
                                                              --------       ---------          --------        ---------
Operating income ..................................              5,649           2,206             1,413            1,636
   Interest expense, net ..........................             13,320          15,824             4,597            5,172
   Equity in (gains)/losses on equity investments..                577           1,106               385            1,059
   Foreign currency exchange (gains)/losses, net...               (245)            241              (443)            (755)
                                                              --------       ---------          --------        ---------
Net loss before taxes .............................             (8,003)        (14,965)           (3,126)          (3,840)
   Foreign income and asset taxes..................                935            (583)              209             (620)
                                                              --------       ---------          --------        ---------
Net loss before taxes extraordinary gain ..........             (8,938)        (14,382)           (3,335)          (3,220)
   Extinguishment of debt, net of taxes ...........                 --           1,021                --            1,021
                                                              --------       ---------          --------        ---------
Net loss before preferred dividends................             (8,938)        (13,361)           (3,335)          (2,199)
   Preferred stock dividends ......................               (544)           (376)             (143)            (122)
                                                              --------       ---------          --------        ---------
Net loss available to common shareholders .........           $ (9,482)      $ (13,737)         $ (3,478)       $  (2,321)
                                                              ========       =========          ========        =========

Net loss per share before extraordinary gain
    (Basic and Diluted)............................           $  (0.75)      $   (1.17)         $  (0.28)       $   (0.26)

Net loss per share
   (Basic and Diluted)............................            $  (0.75)      $   (1.09)         $  (0.28)       $   (0.18)

Weighted average number of common shares
    (Basic and Diluted)............................             12,636          12,636            12,636           12,636

Comprehensive Loss
Net loss before preferred stock dividends .........           $ (8,938)      $ (13,361)         $ (3,335)       $  (2,199)
Other comprehensive income:
   Foreign currency translation adjustment ........                176            (158)               (9)             (56)
                                                              --------       ---------          --------        ---------
Comprehensive loss ................................           $ (8,762)      $ (13,519)         $ (3,344)       $  (2,255)
                                                              ========       =========          ========        =========


   The accompanying notes are an integral part of these financial statements.
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                                       4


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<CAPTION>



              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                                                     (Unaudited)
                                                                                                   Nine Months Ended
                                                                                                     September 30,
                                                                                         -------------------------------------

                                                                                                1999                 2000

                                                                                         ------------------     ----------------
<S>                                                                                           <C>                <C>
  Operating activities
  Net loss ........................................................................           $ (8,938)          $ (13,361)
     Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization .............................................              1,733               2,081
        Amortization of deferred loan costs .......................................              1,006               1,064
        Amortization of goodwill ..................................................              1,264                 150
        Loss on sale of land held for sale.........................................                 --               7,249
        Gain on extinguishment of debt ............................................                 --              (1,571)
        Provision for doubtful accounts ...........................................              3,759               4,671
        Equity in losses on equity investments ....................................                577               1,106
        Changes in other operating assets and liabilities:
         Vacation Interval receivables and other trade receivables ................            (14,146)            (18,277)
         Cost of unsold vacation ownership intervals and related club memberships .              7,005               7,098
         Prepaid and other assets .................................................               (952)             (1,577)
         Accounts payable and accrued liabilities .................................              6,359               3,954
         Taxes payable/refundable .................................................             (1,066)              1,271
         Unearned services fees....................................................                509               1,180
                                                                                              --------           ---------
  Net cash used in operating activities ...........................................             (2,890)             (4,962)

  Investing activities
     Purchase of land and other assets held for vacation ownership development ....             (1,702)               (694)
     Proceeds from sale of property................................................                 --               8,273
     Additions to facilities, office furniture and equipment ......................             (1,142)               (841)
                                                                                              --------           ---------
  Net cash (used in) provided by investing activities .............................             (2,844)              6,738

  Financing activities
     Additional bank and other loans, net of related expenses......................             17,549              18,849
     Repayment of bank loans ......................................................             (9,507)            (24,761)
     Dividend payments on and redemption of preferred stock........................             (1,000)               (813)
                                                                                              --------           ---------
  Net cash provided by (used in) financing activities .............................              7,042              (6,725)

  Increase (decrease) in cash and cash equivalents ................................              1,308              (4,949)
  Effect of exchange rate changes on cash .........................................                 96                 (80)
  Cash and cash equivalents, at beginning of the period ...........................              2,960               8,311
                                                                                              --------           ---------
  Cash and cash equivalents, at end of the period .................................           $  4,364           $   3,282
                                                                                              ========           =========

  Supplemental disclosures of cash flow information
      Cash paid during the period for interest ....................................           $  8,372           $   11,212
      Cash paid (received) during the period for income and asset taxes ...........              2,664                  (26)

  Non-cash financing activities
      Stock dividends accrued and accretion on preferred stock.....................           $    544            $     376






   The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       5
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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                               September 30, 2000


NOTE 1.  GENERAL INFORMATION

General

     The  financial   statements   include  the  accounts  of  Raintree  Resorts
International,  Inc., a Nevada  corporation,  (the "Ultimate Parent") and all of
its  wholly  owned  subsidiaries  (collectively,  the  "Company").  The  Company
develops, markets, and operates vacation ownership resorts in North America with
resorts in Mexico, Canada and the United States. The Company's  headquarters are
located in Houston, Texas with administrative offices in Mexico City, Mexico and
Whistler, British Columbia, Canada.

Liquidity

     On August 18, 1997,  Raintree Resorts  International,  Inc.  (formerly Club
Regina  Resorts,  Inc.)  purchased  all of the stock of  Desarrollos  Turisticos
Regina S. de R.L. de C.V.  and its  subsidiaries  (the  "Purchase  Transaction")
representing net vacation ownership assets of approximately $86.8 million. Prior
to August 18, 1997 the Company did not have significant operations or revenues.

     In  connection  with  the  Purchase  Transactions,   the  Company  borrowed
approximately  $83 million and replaced such borrowing with its Senior Notes. At
September 30, 2000,  the Company is, and will continue to be, highly  leveraged,
with  substantial  debt  service  requirements.  A  significant  portion  of the
Company's  assets is pledged  against  existing  borrowings.  The  Company has a
shareholders'  deficit,  has incurred  losses since its inception and expects to
incur a net loss for fiscal 2000 and 2001. To achieve profitable operations, the
Company is dependent on a number of factors, including its ability to reduce its
debt service  requirements,  to increase its Vacation Interval inventory through
development  projects and through the acquisition of existing resort properties,
and its ability to continually sell Vacation  Intervals on an economical  basis,
taking into account the cost of such intervals and related marketing and selling
expenses.  The Company expects that its existing credit capacity,  combined with
additional  credit capacity which must be negotiated  during 2000 and 2001, will
be  sufficient  to enable  the  Company  to meet its debt  service  obligations,
including  interest  payments on its Senior Notes  through the third  quarter of
2001.  The Company  also expects to be able to fund  capital  requirements  from
anticipated  capital  project  financings,  which have not yet been  negotiated.
However,  should the Company not be able to  successfully  negotiate  additional
credit  capacity,  there is no assurance  that the Company would be able to meet
all of its short-term debt service  obligations  unless it liquidated assets and
reduced the size of its operations.  The Company has historically  incurred debt
and  issued  equity  securities  to fund  negative  cash  flows  from  operating
activities and to make debt payments on previously incurred debt obligations.

Basis of Presentation

     The  information  contained  in the  following  notes  to the  accompanying
consolidated  financial  statements is condensed from that which would appear in
the annual audited financial statements. Accordingly, the consolidated financial
statements   included  herein  should  be  reviewed  in  conjunction   with  the
consolidated  financial  statements  and related notes thereto  contained in the
Form 10-K/A  Annual  Report for the year ended  December 31, 1999,  filed by the
Company with the Securities and Exchange Commission.

     The condensed  consolidated  financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange  Commission  (the  "SEC").  Pursuant to such  regulations,  certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  have  been  condensed  or  omitted.  The  Company  believes  the
presentation  and  disclosures  herein are adequate to make the  information not
misleading.  The financial statements reflect all elimination entries and normal
adjustments  that are necessary for a fair  presentation  of the results for the
three and nine month periods ended September 30, 1999 and 2000.

                                       6
<PAGE>
Cimarron Resorts Project Development, Management and Sales Agreement

     On May 3, 2000, a newly  formed  subsidiary  of the Company  entered into a
project development,  management and sales agreement whereby the Company assumes
full  operating  control and  management  of Cimarron  Resorts in Palm  Springs,
California from the project owners, Royale Mirage Partners,  L.P. ("RMP"). Under
the  agreement,  the Company is entitled to all revenues  from sales of Cimarron
Resorts  Vacation  Intervals and is  responsible  for all sales and marketing as
well as  management  and  customer  services.  The Company will record the gross
receipts  from the sale of Vacation  Intervals  since the Company is required to
indemnify RMP for any sale that is cancelled and take  ownership of the Vacation
Interval.  The Company has not acquired any ownership interest in RMP, ownership
of the time-share  property or assumed any obligation under the RMP construction
loan. Should the cost of construction  exceed RMP's  construction loan borrowing
capacity, the Company would be required to assume such liabilities.

     The Company purchases  Vacation  Intervals from RMP as they are sold by the
Company to Vacation  Interval  purchasers or are acquired for Company  inventory
purposes.  The  Company  will also  provide  development  management  of project
construction.  The Company has acquired sales and administrative  assets of $0.6
million and  assumed  payment of unpaid  liabilities  of $1.1  million  with the
excess of the  liabilities  assumed  over the  assets  acquired  recorded  as an
intangible  asset.  Under the  agreement,  the  Company is  required  to pay RMP
$2,346,000 and has recorded this as an accrued liability and an intangible asset
(Exclusivity Agreement). The Company will repay the RMP obligation by payment of
$575 for each  interval it  acquires  from RMP or on June 30,  2003,  the unpaid
balance of the  $2,346,000.  Even if the Company is unable to sell all  Vacation
Intervals in the first phase by June 30, 2003, any remaining  balance will still
be due to RMP.  The Company will  recognize  the expense  associated  with these
intangible assets through  amortization to cost of sales equal to the greater of
(1) the aggregate  amortization  based on equal monthly charges through June 30,
2003, or (2) the aggregate amortization based on a ratable per Vacation Interval
charge for each of the 4,080  Vacation  Intervals to be sold in the first phase.
The Company has recorded the  transaction as a purchase.  At September 30, 2000,
the Company has not acquired any inventory from RMP.

     Cimarron Resorts consists of approximately 35 acres of land adjacent to two
18-hole golf courses  developed and managed by OB Sports of Seattle,  Washington
and when fully  developed will consist of 242 two-bedroom  condominium  units or
12,342  weekly  intervals.  Forty of such units were  completed  in July 2000. A
commitment  for a  development  loan by Textron has been received by the project
owner  for  the  development  of  the  second  40  two-bedroom  units  and  this
construction  is expected to begin during early 2001. The Company has the option
to extend its agreement for the next  construction  stage consisting of 36 units
no later than  December  31, 2002 and it may  thereafter  exercise its option in
succeeding  stages of 42, 44 and 40 units on or before March 31, 2004,  June 30,
2005 and September 30, 2006, respectively. The agreement terminates if an option
for any  succeeding  stage is not selected and upon the  completion of any stage
selected but not completed.  The Company placed  Cimarron  Resorts into its Club
Regina  operations  to be sold as Club  Regina  two-bedroom  inventory,  and for
exchange purposes into its Raintree Vacation Club.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

     Certain  items in the  September 30, 1999  financial  statements  have been
reclassified to conform to the September 30, 2000 presentation,  and the Company
has  reclassified  the  December  31,  1999  balance  sheet to  reflect  accrued
preferred  stock  dividends on cumulative  preferred stock as an increase in the
value of the preferred stock and a reduction in the additional paid-in capital.

New Accounting Pronouncements

     On December 3, 1999, the Securities  and Exchange  Commission  staff issued
Staff   Accounting   Bulletin  No.  101  (SAB  101).   The  staff  deferred  the
implementation  date of SAB 101 until no later than the fourth quarter of fiscal
years beginning after December 15, 1999. SAB 101 reflects the basic principle of
revenue recognition in existing U.S. generally accepted  accounting  principles.
SAB 101 does not supersede any existing authoritative literature. Management has
reviewed  the  staff's  views  presented  in SAB 101 and  does not  believe  the
adoption  of SAB 101 will have a material  impact on the  financial  position or
results of operations of the Company.

                                       7
<PAGE>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Fluctuations

     The Company  maintains  its Mexican  accounting  records and  prepares  its
financial  statements for its Mexican subsidiaries in Mexican pesos. The Mexican
pesos are translated to U.S. dollars for financial  reporting purposes using the
U.S.  dollar as the  functional  currency,  and  exchange  gains and  losses are
reported in income and expense.  The net gains and losses are primarily  related
to the increases or declines in the value of the peso to the U.S.  dollar during
such periods.

     The following presents the foreign currency exchange gains and loss for the
year 1998, 1999 and 2000 by quarter (in thousands):

    Quarterly Gain/(Loss)            1998          1999            2000
    ---------------------           ------        ------          ------

First Quarter................    $   (829)        $  529        $    778
Second Quarter...............      (1,098)          (727)         (1,774)
Third Quarter................      (1,824)           443             755
Fourth Quarter...............        (523)           556


The following table presents the quarterly exchange rates from December 1998 for
the Mexican Peso:

      Exchange Rates                     Pesos           U.S. Dollar
------------------------------          -------         -------------

December 31, 1998.............           9.865    =         $1.00
March 31, 1999................           9.516    =         $1.00
June 30, 1999.................           9.488    =         $1.00
September 30, 1999............           9.358    =         $1.00
December 31, 1999.............           9.522    =         $1.00
March 31, 2000................           9.233    =         $1.00
June 30, 2000.................           9.954    =         $1.00
September 30, 2000............           9.429    =         $1.00



The future  valuation of the Mexican peso related to the U.S.  dollar  cannot be
determined, estimated or projected.

Cash and Cash Equivalents

     The Company  considers  demand  accounts and  short-term  investments  with
maturities of three months or less when purchased to be cash  equivalents.  Cash
and cash  equivalents  include $1.7 million in restricted funds at September 30,
2000.

Land Held for Vacation Ownership Development

     The Company owns a parcel of land adjacent to its Regina Resort  located in
Cabo San Lucas,  Mexico.  The Company  plans to  construct  additional  vacation
ownership facilities on this parcel of land. Although preliminary  architectural
and engineering planning has commenced,  no commitments have been made regarding
this planned expansion project.

     Land held for vacation ownership development includes the cost of land, and
additionally,  development costs and capitalized  interest.  Interest related to
these developmental  properties of $0.2 million and $0.5 million was capitalized
during the three and nine months ended  September 30, 1999 and $0.2 and $0.7 for
the three and nine months ended September 30, 2000.

     The Company  capitalizes  interest on  expenditures  incurred  for land and
development when activities have commenced  necessary to get the asset ready for
its  intended  use. The  capitalization  period ends when the asset is placed in
service or progress to complete the project is substantially suspended.

                                       8
<PAGE>
Impairment of Long-Lived Assets and Identifiable Intangibles

     The Company  periodically  evaluates its long-lived assets and identifiable
intangibles for impairment. If upon evaluation the Company's management believes
that  the  cost of one of its  assets  may be  impaired,  the  Company  will (a)
evaluate the extent to which that cost is  recoverable  by comparing  the future
undiscounted  cash  flows  estimated  to be  associated  with that asset to that
asset's  carrying amount and (b) write down that carrying amount to market value
or discounted cash flows value to the extent necessary.

Loss Per Share

     Basic per share results are computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period.  Additionally,  shares  issuable  for  little  or no  consideration  are
considered  common shares and are included in the  computation of basic earnings
per share ("EPS").  On December 5, 1997, in conjunction with the issue of Senior
Notes, the Company issued warrants to purchase  1,869,962 shares of common stock
at a  conversion  price of $.01 per share.  Since the  1,869,962  common  shares
issuable  under the Senior Notes warrants can be purchased for little or no cash
consideration  and these  warrants  were fully  vested upon  issuance,  they are
included in the computation of basic EPS as of the date they were issued.

     At September 30, 2000,  the Company had  outstanding  600,500 stock options
with a weighted-average  exercise price of $4.50 per share, 500,000 common stock
warrants  with an  exercise  price of $5.00 per share and  preferred  stock with
$5,578,000  of  Liquidation   Preference  convertible  upon  redemption  at  the
Company's  option  into  shares  of  common  stock  valued  at  the  Liquidation
Preference.  These  warrants,  common stock options and preferred stock were not
included in diluted EPS as the exercise prices exceeded the estimated fair value
of common stock. The Senior Notes warrants were included in both the computation
of basic and diluted EPS.

Goodwill

     On July 24,  1998,  the Company  acquired  the assets and  assumed  certain
liabilities of Whiski Jack Resorts Ltd. ("Whiski Jack") for  approximately  $6.6
million. The acquisition was accounted for as a purchase and,  accordingly,  the
results of  operations  are included in the  financial  statements  only for the
periods  subsequent  to the date of  acquisition.  The  purchase  price has been
allocated to the assets and  liabilities  assumed  based upon the fair values at
the date of  acquisition.  The excess purchase price over the fair values of the
net assets acquired has been recorded as goodwill,  totaling  approximately $4.5
million,  to be  amortized  pro rata as the  individual  weeks  acquired  in the
acquisition are sold.  Amortization expense was $1.3 million for the nine months
ended September 30, 1999, respectively,  and goodwill was fully amortized by the
end of 1999.  During  the second  quarter  of 2000,  $150,000  was  expensed  as
goodwill  relating  to the final  payment to the  sellers of amounts due under a
provision relating to achieving specific post-acquisition earnings.


NOTE 3.  VACATION INTERVAL RECEIVABLES AND OTHER TRADE RECEIVABLES

     Vacation  Interval  receivables and other trade receivables were as follows
(in thousands):
<TABLE>
<CAPTION>

                                                                           December 31,          September 30,
                                                                               1999                  2000
                                                                        -----------------      ----------------
    <S>                                                                       <C>                   <C>
     Vacation Interval receivables ................................           $ 63,875              $ 76,808
     Other trade receivables ......................................              5,424                 7,429
     Less - allowances for uncollectible accounts .................             (8,067)               (9,620)
                                                                              --------              --------
            Total  ................................................           $ 61,232              $ 74,617
                                                                              ========              ========
</TABLE>

     Allowances  for  uncollectible  accounts  increased  by  $4.7  million  for
additional  estimated  reserves,  and  decreased by $3.1 million for  receivable
write-offs, net of recoveries during the first nine months of 2000.

     The Company  estimates that at December 31, 1999 and at September 30, 2000,
approximately  53%  and  47%,  respectively,  of all of  the  Vacation  Interval
receivables were U.S. dollar denominated, 31% and 36%, respectively, of Vacation
Interval  receivables  were  denominated  in UDIs, an obligation  denominated in
pesos which is adjusted for Mexican inflation ("UDI"),  9% and 11% respectively,
of Vacation  Interval  receivables were denominated in Mexican pesos, and 7% and
6%, respectively,  of Vacation Interval receivables were denominated in Canadian
dollars.

                                       9
<PAGE>
NOTE 4.  NOTES PAYABLE

Summary of Notes Payable (in thousands) -
<TABLE>
<CAPTION>
                                                                           December 31,     September 30,
                                                                               1999             2000
                                                                          ------------       -----------
    <S>                                                                      <C>               <C>
     Notes Payable to Financial Institutions ............................    $    278          $  2,184
     Cabos West Notes Payable ...........................................       2,350             2,350
     Credit Agreement Notes and Loans ...................................      38,772            33,636
     Mortgages Payable ..................................................       3,387             3,858
                                                                             --------          --------
                                                                             $ 44,787          $ 42,028
                                                                             ========          ========
</TABLE>
Notes  Payable  to  Financial  Institutions  - The notes  payable  to  financial
institutions  at December 31, 1999 had interest  payable at 8.5%. In April 2000,
the  Company  entered  into a note  payable  to North  Shore  Credit  Union,  in
connection  with the Westin units  purchased due on or before October 2001, with
an interest rate of prime plus 2.5%, which totaled 10.0% at September 30, 2000.

Cabos West Notes Payable - On September  17, 1998, in connection  with the Cabos
West land purchase,  the Company entered into notes payable secured by the land.
The notes bear interest at approximately 10% and are due on demand.

Credit  Agreement Notes - The November 1998 amended credit agreement with FINOVA
Capital Corporation  includes a receivables based credit facility of $20 million
and a $16.5 million  inventory based credit  facility.  The aggregate  borrowing
limit under the credit agreement is $34 million. FINOVA will lend 90% on pledged
notes receivable denominated in United States dollars and held by United States,
Canadian  and  Mexican  residents  (Mexican  obligors  limited  to 15% of  total
receivables pledged). These notes are assigned to the lender and as payments are
received,  they are  applied  to this loan.  The  outstanding  receivables  loan
balance bears interest at a fluctuating  base rate plus 175 basis points,  which
was 10.25% and 11.25% per annum at December  31, 1999 and  September  30,  2000,
respectively.  The  outstanding  inventory  loan  balance  bears  interest  at a
fluctuating  base rate plus 225 basis  points,  which was  10.75% and 11.75% per
annum at December 31, 1999 and September 30, 2000, respectively.  Interest under
the notes is due monthly. The fluctuating base rate is the "Corporate Base" rate
of Citibank,  N.A.,  New York,  which the bank publicly  announces  from time to
time,  and is a rate  charged  by the bank to its most  creditworthy  commercial
borrowers.  Also, the agreement requires the Company to maintain certain minimum
financial ratios including a minimum capital  requirement.  The receivables line
of credit  matures 84 months from the date of the last  advance made against it,
and the inventory based credit facility matures on June 30, 2001. As of December
31, 1999 and September 30, 2000, the outstanding balance of the receivables line
of credit was $9,760,000  and  $12,880,000,  respectively,  and of the inventory
based credit facility was $15,159,000 and $8,081,000, respectively.

     The  November  1999 $10 million  receivables  loan  facility  with  Textron
Financial  Corporation  ("Textron")  is  collateralized  by the Company's  notes
receivable,  with a limit of up to 30% of those  notes  denominated  in  Mexican
pesos.  Textron will lend 80% on these pledged notes,  and the remainder in U.S.
dollars on which Textron will lend 85%. The entire  outstanding  loan balance is
to be paid in full on or before  December  1,  2004.  The loan  bears a variable
interest rate of the Chase  Manhattan Bank prime rate plus 200 basis points that
is adjusted on the first day of each month,  with an interest  rate of 10.5% and
11.5% as of December  31,  1999 and  September  30,  2000,  respectively.  As of
December 31, 1999 and September 30, 2000,  the  outstanding  balance of the loan
facility was $7,103,000 and $8,410,000, respectively.

     The November 1999 $7 million loan agreement with Bancomer is collateralized
by the Company's UDI denominated notes receivable.  The collateral maintained by
the Company equals 2.5 times the outstanding borrowings under the loan. The loan
agreement  extends credit to the Company for a fixed 30-month term from November
29, 1999 to May 29, 2002. Furthermore, the agreement requires the Company to pay
back  the  principal  in UDIs in 30  equal  monthly  installments  plus  accrued
interest  in  the  U.S.  dollar  equivalent  amount  of  approximately  $233,000
beginning on December 29, 1999.  Also, the loan bears simple  interest at a rate
of 12%  per  annum.  As of  December  31,  1999  and  September  30,  2000,  the
outstanding balance was $6,750,000 and $4,265,000, respectively.

Mortgages  Payable - Mortgages  payable  consist of the  assignment  of specific
Whiski Jack Vacation Interval receivables to related and third party buyers. The
average  interest  rates were 10.7% and 10.5% at December 31, 1999 and September
30,  2000,  respectively.  At December  31, 1999 and  September  30,  2000,  the
aggregate   principal

                                       10
<PAGE>
amount of mortgages  payable to related  parties was $1,014,000 and  $1,274,709,
respectively. Interest accrues on the mortgages at rates ranging from prime plus
3% to prime  plus  7.75%  per  annum and is paid in  monthly  installments  over
periods ranging from twelve months to ten years.


NOTE 5.  OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA

     The  Company  has only one line of  business  which  develops,  markets and
operates luxury vacation  ownership resorts in three geographic  areas;  Mexico,
Canada and the United  States.  The United  States  operations  also include the
operations  of a  joint  venture  accounted  for  using  the  equity  method  of
accounting.  The Company's reportable segments are based on geographic area. The
reportable segments are managed separately due to their geographic location with
managers focused on improving and expanding each segment's  operations.  However
resource allocation is not based on individual country results, but based on the
best  location  for future  resorts in order to enhance  the  Company's  overall
ability to sell  timeshare  under a club  concept.  Revenues are  attributed  to
countries based on the location of the vacation ownership resorts.

     The following table presents segment information (in thousands):
<TABLE>
<CAPTION>
                                                                                                      Corporate
                                                          Mexico           Canada        U.S. (*)      and Other         Total
                                                     ---------------     ----------    ----------    -------------    ------------

<S>                                                    <C>               <C>           <C>               <C>          <C>
As of and for the three months ended
 September 30, 2000:
Revenues from external customers ................      $   22,797        $   2,627     $     --         $     172     $   25,596
Depreciation and amortization....................             285               40           42                16            383
Operating income (loss) .........................           2,917             (189)        (570)             (522)         1,636
Income tax expense...............................            (452)            (168)          --                --           (620)
Capital expenditures ............................             462              143           14                77            696

                                                                                         Corporate
                                                        Mexico             Canada        and Other          Total
                                                     ---------------     ----------    -------------     -----------
As of and for the three months ended
 September 30, 1999:
Revenues from external customers ................      $   16,730        $   4,123     $      4          $  20,857
Depreciation and amortization....................             216               35           15                266
Operating income (loss) .........................           1,534              548         (669)             1,413
Income tax expense...............................              --              209           --                209
Capital expenditures ............................             524               63            3                590


                                                                                                       Corporate
                                                        Mexico             Canada        U.S. (*)      and Other          Total
                                                     ---------------     ----------    ----------    -------------    ------------

As of and for the nine months ended
 September 30, 2000:
Revenues from external customers ................      $   63,508        $   8,099     $     --          $     291    $   71,898
Depreciation and amortization....................             863              226           66                 48         1,243
Operating income (loss) .........................           5,158             (116)      (1,044)            (1,792)        2,206
Income tax expense...............................            (399)            (184)          --                 --          (583)
Total assets (at end of period)..................         112,694           12,720        3,619              2,839       131,872
Capital expenditures ............................           1,091              337           17                120         1,565

                                                                                         Corporate
                                                        Mexico             Canada        and Other          Total
                                                     ---------------     ----------    -------------     -----------
As of and for the nine months ended
 September 30, 1999:
Revenues from external customers ................      $   51,461        $  11,664     $     12           $ 63,137
Depreciation and amortization....................             596            1,357           44              1,997
Operating income (loss) .........................           7,217              690       (2,258)             5,649
Income tax expense...............................             200              735           --                935
Total assets  (at end of period).................         121,465           10,719        4,072            136,256
Capital expenditures ............................           1,487              219        1,138              2,844


(*)  Effective May 3, 2000 the Company formed a new operating subsidiary in the U.S. for the purpose of selling Vacation Intervals.
    (See Footnote 1 - Cimarron Resorts Project Development, Management and Sales Agreement)
</TABLE>

                                       11
<PAGE>
Corporate and Other

     The amounts shown as an operating loss under the column heading  "Corporate
and Other" consist  primarily of general and  administrative  costs that are not
allocated  to the  segments.  Also,  the U. S.  joint  venture  is  included  in
Corporate  and Other,  after the operating  loss,  and had equity losses of $0.4
million and of $1.1 million for the three months  ended  September  30, 1999 and
2000,  respectively,  and equity losses of $0.6 million and $1.1 million for the
nine months ended September 30, 1999 and 2000, respectively.


NOTE 6.  REDEEMABLE PREFERRED STOCK

Pay-in-Kind Preferred Stock

     On July 1, 1999,  all 37,500  shares of the Class A Preferred  Stock of the
Company  were  exchanged  for  50,000  shares  of a  new  class  of  Pay-in-Kind
Redeemable  Preferred  Stock  (Pay-in-Kind  Preferred)  plus  500,000  five-year
warrants  to  purchase  the  Company's  common  stock at $5.00  per  share.  The
Pay-in-Kind  Preferred  requires  that annual  dividends  be paid either in cash
equaling  9%  of  the  Pay-in-Kind   Preferred's  $100  per  share   Liquidation
Preference, or in an equivalent number of shares of Pay-in-Kind Preferred valued
at the Liquidation  Preference.  Furthermore,  the Company has the right, at its
option to redeem at any time the Pay-in-Kind Preferred, in whole or in part, but
not later than  December 1, 2004,  at which time  redemption  is mandatory  upon
payment  in cash  of the  Liquidating  Preference  and all  accrued  and  unpaid
dividends or shares of capital stock valued at the  Liquidating  Preference.  At
December 31, 1999, the Company  elected to pay dividends by issuing 2,250 shares
of the  Pay-in-Kind  Preferred  valued  at  the  Liquidation  Preference.  As of
September 30, 2000, the cumulative unpaid dividends on the Pay-in-Kind Preferred
were $0.4 million.

Convertible Preferred Stock

     In connection  with the purchase of Whiski Jack,  the Company issued 20,775
shares of redeemable  convertible preferred stock (Convertible  Preferred Stock)
through its wholly owned subsidiary, Raintree Resorts International Canada, Ltd.
(Raintree  Canada).  During January and February 2000, all shares were redeemed.
The shares accrued dividends at the rate of 10% per annum and dividends totaling
$0.2 million were paid during first quarter 2000.


NOTE 7.  CONTINGENCIES AND COMMITMENTS

General

     The Company is subject to various claims arising in the ordinary  course of
business, and is a party to various legal proceedings, which constitute ordinary
routine  litigation  incidental  to the  Company's  business.  In the opinion of
management,  all such matters are either adequately  covered by insurance or are
not expected to have a material adverse effect on the Company.


NOTE 8.  DEVELOPMENT AND CONSTRUCTION

     The Teton Club, LLC ("Teton Club"),  is a joint venture between the Company
and the owner  and  developer  of the Teton  Village  area  near  Jackson  Hole,
Wyoming.  The Teton Club has a financing  commitment  from FINOVA  consisting of
$33.3  million for  construction  financing,  $7.5 million for pre-sale  working
capital requirements and $20.0 million for receivables financing. The receivable
financing  is a  hypothecation  line-of-credit  and  will be used to  repay  the
construction  and  pre-sale  loans and to fund  operating  expenses.  Also,  the
agreement  requires the Teton Club to maintain  certain  minimum  financial  and
operating ratio requirements.  As part of the financing arrangement, the Company
is directly  obligated for 25% of the  construction  loan, the pre-sale  working
capital loan and the  receivables  loan to the extent of nonpayment by the Teton
Club. Additionally,  the Company is responsible for any working capital deficits
at the Teton Club.  As of  September  30,  2000,  the Teton Club had drawn $25.0
million on the  construction  portion of the financing,  and $5.3 million on the
working capital portion of the financing.

                                       12
<PAGE>
NOTE 9.  LOSS ON SALE OF PROPERTY HELD FOR SALE

     The Company  finalized the sale of its  investment in Cozumel land and sold
other  property   during  third  quarter  2000.   The  Company   received  total
consideration  of $8.3 million and  recognized a net loss of $7.2  million.  The
Company  anticipates  selling the remaining  property held for sale at September
30, 2000 during early 2001 and does not  anticipate  any further  losses on such
sales.


NOTE 10. EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT

     During the third  quarter of 2000,  the Company  repurchased  $5.5  million
Senior Notes for $3.3 million.  After adjusting the associated debt discount and
deferred loan costs, the Company recorded an extraordinary gain of $1.0 million,
net of related tax effects of $0.6  million.  Since the Company is in a net loss
position for tax purposes, the tax charge related to the gain on extinguishments
of debt  results in an equal tax  benefit to tax  expense  before  extraordinary
items.

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

     This  report  contains  forward-looking  statements  within the  meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,  which represent
the Company's  expectations  and beliefs  concerning  future events that involve
risks and  uncertainties,  including  those  associated  with the effects of (i)
international,  national and regional economic  conditions and conditions in the
international  tourism  and  vacation  ownership  markets,  (ii)  the  Company's
capacity to integrate  acquisitions that it has made, and (iii) the availability
of capital resources necessary for the Company to execute its business strategy.
Investors are cautioned that all  forward-looking  statements  involve risks and
uncertainty. Discussions containing such forward-looking statements may be found
in the  material  set forth  under  "Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations"  as well as elsewhere  herein.
Actual results may differ materially from those projected in the forward-looking
statements.  Although the Company  believes that the assumptions  underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  included  in  this  report  will  prove  to be
accurate. Important factors that could cause actual results to differ materially
from the Company's  expectations  are disclosed in this report.  Considering the
significant  uncertainties  inherent in the forward-looking  statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company  will be achieved.  The  following  discussion  should be read in
conjunction  with the financial  statements of Raintree  Resorts  International,
Inc. and related notes thereto, the management's discussion and analysis related
thereto, all of which are included in the Form 10-K/A Annual Report for the year
ended  December 31, 1999,  filed by the Company with the Securities and Exchange
Commission and the financial statements and notes thereto contained herein.

COMPARISONS OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2000.

Segment Results

     General. The Company has only one line of business which develops,  markets
and  operates  luxury  vacation  ownership  resorts in three  geographic  areas;
Mexico,  Canada and the United  States.  The Company's  reportable  segments are
based on geographic area. The reportable  segments are managed separately due to
their geographic  location with managers focused on improving and expanding each
segment's  operations.  However,  resource allocation is not based on individual
country  results,  but based on the best location for future resorts in order to
enhance the Company's  overall  ability to sell timeshare  under a club concept.
Revenues  are  attributed  to  countries  based on the  location of the vacation
ownership resorts.

                                       13
<PAGE>
The following presents segment data in thousands:
<TABLE>
<CAPTION>


                                                  For the Nine Months ended September 30,
                      ------------------------------------------------------------------------------------------

                                                        Operating
                            Net                           Income                        Capital
                           Sales            %             (Loss)            %        Expenditures         %
                        -------------    ---------     -------------    ----------   --------------    ---------

<S>                       <C>             <C>           <C>              <C>           <C>              <C>
 2000 -
 Mexico                   $ 63,508          88.3%       $   5,158          233.8%      $  1,091           69.7%
 Canada                      8,099          11.3%            (116)         (5.3)%           337           21.5%
 United States                  --           0.0%          (1,044)        (47.3)%            17            1.1%
 Corporate and other           291           0.4%          (1,792)        (81.2)%           120            7.7%
                          --------         ------       ---------         -------     ---------          ------
    Total                 $ 71,898         100.0%       $   2,206          100.0%      $  1,565          100.0%
                          ========         ======       =========         =======      ========          ======

 1999 -
 Mexico                   $ 51,461          81.5%       $   7,217          127.8%      $  1,487           52.3%
 Canada                     11,664          18.5%             690           12.2%           219            7.7%
 Corporate and other            12           0.0%          (2,258)        (40.0)%         1,138           40.0%
                          --------         ------       ---------         -------     ---------          ------
    Total                 $ 63,137         100.0%       $   5,649          100.0%      $  2,844          100.0%
                          ========         ======       =========         =======      ========          ======


</TABLE>


     Mexico's  Segment  Results - Comparison of the nine months ended  September
30, 2000 to the nine months ended  September 30, 1999. Net sales increased $12.0
million,  or 23.4%, and operating income decreased $2.0 million or 28.5% for the
nine months ending  September 30, 2000. The increase in net sales resulted from
an overall increase in the number of Vacation Interval weeks sold. The number of
weeks sold  increased  838, or 28.5%.  The decrease in operating  income results
from the loss on sale of property of $7.2 million.

     Canada's  Segment  Results - Comparison of the nine months ended  September
30, 2000 to the nine months ended  September 30, 1999. Net sales  decreased $3.6
million  primarily as the number of weeks sold decreased  40.8%. The decrease in
weeks sold is reflective of a 30% decrease in tour flow primarily generated from
its telemarketing operations, on-site sales office and owner referrals. However,
operating  income  decreased  by only $0.8  million  because  of a  decrease  in
goodwill  amortization  of $1.1 million in the first nine months of 2000 and due
to costs associated with Vacation Intervals sales decreasing along with sales.

     United  States'  Segment  Results -  Comparison  of the nine  months  ended
September  30, 2000 to the nine months  ended  September  30,  1999.  The United
States operations  consist of the recent  acquisition of Cimarron  Resorts.  The
operating  loss is comprised  primarily  of sales,  marketing,  advertising  and
general  expenses.  (See  Footnote  1-  Cimarron  Resorts  Project  Development,
Management and Sales Agreement)

     Corporate  and other - Comparison  of the nine months ended  September  30,
2000 to the nine months ended  September 30, 1999. The $0.5 million  decrease in
operating  loss is primarily  due to the decrease in  accounting,  tax and other
consulting   fees.  The  operating  loss  consists   primarily  of  general  and
administrative costs that are not allocated to the segments.

Consolidated Results

     Comparison  of the nine months ended  September 30, 2000 to the nine months
ended September 30, 1999.

     Vacation Interval sales increased by approximately $6.9 million,  or 14.2%,
from approximately $48.6 million for the nine months ended September 30, 1999 to
approximately  $55.5  million  for the nine months  ended  September  30,  2000.
Vacation  Interval sales increased as the number of weeks sold increased by 518,
or 13.9%,  from 3,721 for the nine months ended  September 30, 1999 to 4,239 for
the nine months ended September 30, 2000.

     Rental and service fee income  increased by $1.4 million,  or 20.6% for the
nine months  ended  September  30, 2000  compared to the  comparable  prior year
period. The increase results from an increase of approximately 3,500 new members
paying  service  fees  during  the first  nine  months of 2000  compared  to the
comparable prior year period.

     Interest income on Vacation Interval receivables  increased by $0.8 million
or 13.8% for the nine months ended September 30, 2000 compared to the comparable
prior year period.  The increase results from the higher amount of

                                       14
<PAGE>
Vacation Interval  receivables  outstanding during the first nine months of 2000
compared to the comparable prior year period.

     Provision for doubtful accounts increased by approximately $0.9 million, or
24.3%, from  approximately  $3.8 million for the nine months ended September 30,
1999,  to  approximately  $4.7 million for the nine months ended  September  30,
2000. This increase is in response to an increase in customer  financing for the
first  nine  months  compared  to the same nine  months of the prior  year.  The
Company  computes a provision  for doubtful  accounts to achieve a balance sheet
reserve of around 12% of Vacation  Interval  receivables.  The Company  believes
that this  reserve  provides  adequate  coverage of default  risk under  current
market conditions.

     Advertising,  sales and  marketing  expense  increased  approximately  $2.5
million,  or 11.3%, from  approximately  $22.5 million for the nine months ended
September  30,  1999,  to  approximately  $25.0  million for nine  months  ended
September 30, 2000. The acquisition of Cimarron increased advertising, sales and
marketing  approximately  $0.6  million.  Increased  sales  commissions,   sales
promotions  and  marketing   programs   associated   with  higher  sales  levels
contributed  to the increase as well. As a percent of Vacation  Interval  sales,
advertising, sales and marketing decreased 3%.

     Maintenance and energy expenses increased  approximately  $1.3 million,  or
16.0%, from  approximately  $8.1 million for the nine months ended September 30,
1999,  to  approximately  $9.4 million for the nine months ended  September  30,
2000.  The increase in expenses was caused by  maintenance  and energy  expenses
associated  with the  acquisitions  of units after the first nine months of 1999
including Villa Vera units in Mexico and the Westin units in Whiski Jack.

     General and administrative  expenses increased  approximately $0.8 million,
or 10.1%,  from  approximately  $8.1 million for the nine months ended September
30, 1999, to approximately  $8.9 million for the nine months ended September 30,
2000.   The  Company's  new  operations  at  Cimarron   resorts   accounted  for
approximately  $0.3 million of this  increase.  Additionally,  in Mexico  higher
costs  resulted  from  general  inflation  and an  increase  in  revenues.  As a
percentage of revenue,  general and  administrative  costs were nearly unchanged
between periods.

     Depreciation  expense  increased  by $0.4  million or 49.1% during the nine
months ended  September 30, 2000 compared to the  comparable  prior year period.
The increase  primarily relates to depreciation  associated with assets acquired
in  conjunction  with the  December  1999  Villa  Vera  Hotel and  Racquet  Club
acquisition and increased investments in computer equipment.

     For the first nine months of 1999,  amortization of goodwill relates to the
goodwill  resulting  from the  acquisition  of  Whiski  Jack,  which  was  fully
amortized  during 1999.  During for the second quarter 2000, a final payment was
made  to  the  sellers  of  $150,000  for  achieving  specific  post-acquisition
earnings, which was expensed during the period.

     The Company  finalized  the sale of its Cozumel  property and certain other
property  held for sale in Mexico in the third  quarter 2000 and recorded a loss
of $7.2 million.

     Interest  expense was  approximately  $2.5  million  more in the first nine
months of 2000 as  compared to the first nine  months of 1999 due  primarily  to
interest costs  associated with a higher level of debt outstanding and increased
average interest rates between the periods.  Average debt outstanding  increased
$21.9 million between  periods,  while the average interest rates increased from
13.0% to 13.3% for September 1999 and September 2000, respectively.

     Foreign currency  exchange loss was  approximately  $0.2 million during the
first nine  months of 2000  compared  to a gain of  approximately  $0.2  million
during the first nine months of 1999.  The increase in the loss between  periods
occurred due to a weaker peso against the U.S.  dollar during the nine months of
2000 compared to the comparable prior year period.

     The  Company  purchased  $5.5  million  face  value of Senior  Notes  which
resulted in an extraordinary gain of $1.0 million, net of tax.

MEXICO'S INFLATION AND CURRENCY CHANGES

     Management  believes that in  interpreting  the  comparisons of operational
results discussed above, two factors are of importance:  currency exchange rates
and  inflation.  Changes in costs  between  prior year and current  year periods

                                       15
<PAGE>
could be the result of  increases or  decreases  in the peso  exchange  rate and
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the nine months  ended  September  30, 2000  strengthened  when  compared to the
average monthly peso exchange rate for the nine months ended September 30, 1999.
The  Company  estimates  that  current  period  costs  settled in Mexican  pesos
increased  by  approximately  2% because of  fluctuations  in the  average  peso
exchange rate between periods. In addition, the Company estimates that inflation
in Mexico was approximately 9% since September 1999.  Expenditures in Mexico for
advertising,  sales and marketing,  maintenance and energy,  and for general and
administrative  expenses are  primarily  settled in pesos,  and were  negatively
impacted by the combined effects of inflation and peso changes.

COMPARISONS  OF THE THREE  MONTHS ENDED  SEPTEMBER  30, 1999 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2000.

Segment Results

     The following presents segment data in thousands:

<TABLE>
<CAPTION>


                                                  For the Three Months ended September 30,
                      ------------------------------------------------------------------------------------------

                                                        Operating
                            Net                           Income                        Capital
                           Sales            %             (Loss)            %        Expenditures         %
                        -------------    ---------     -------------    ----------   --------------    ---------

<S>                       <C>             <C>           <C>              <C>           <C>              <C>
 2000 -
 Mexico                   $ 22,797          89.1%       $   2,917          178.3%      $    462           66.4%
 Canada                      2,627          10.3%            (189)        (11.6)%           143           20.5%
 United States                  --           0.0%            (570)        (34.8)%            14            2.0%
 Corporate and other           172           0.6%            (522)        (31.9)%            77           11.1%
                          --------         ------       ---------        --------     ---------          ------
    Total                 $ 25,596         100.0%       $   1,636          100.0%      $    696          100.0%
                          ========         ======       =========        ========      ========          ======

 1999 -
 Mexico                   $ 16,730          80.2%       $   1,534          108.5%      $    524           88.8%
 Canada                      4,123          19.8%             548           38.8%            63           10.7%
 Corporate and other             4           0.0%            (669)         (47.3)%            3            0.5%
                          --------         ------       ---------         -------     ---------          ------
    Total                 $ 20,857         100.0%       $   1,413          100.0%      $    590          100.0%
                          ========         ======       =========         =======      ========          ======


</TABLE>

     Mexico's  Segment  Results - Comparison of the three months ended September
30, 2000 to the three months ended  September 30, 1999. Net sales increased $6.0
million,  or 36.2%, and operating income increased $1.6 million or 124.5% during
the third  quarter  2000.  The  increase in net sales  resulted  from an overall
increase in the number of weeks sold. The number of weeks sold increased 505, or
55.5%.  The  increase in  operating  income  results  from the addition of lower
average cost  inventory,  the Villa Vera in Mexico,  which  occurred in the last
quarter of 1999.

     Canada's  Segment  Results - Comparison of the three months ended September
30, 2000 to the three months ended  September 30, 1999. Net sales decreased $1.5
million  primarily as the number of weeks sold decreased  49.0%. The decrease in
weeks sold is  reflective of the 30% decrease in tour flow  primarily  generated
from its  telemarketing  operations,  on-site sales office and owner referrals.
However, operating income decreased by only $0.7 million due to costs associated
with Vacation Intervals sales decreasing along with sales.

     United  States'  Segment  Results -  Comparison  of the three  months ended
September  30, 2000 to the three months  ended  September  30, 1999.  The United
States operations  consist of the recent  acquisition of Cimarron  Resorts.  The
operating  loss is comprised  primarily  of sales,  marketing,  advertising  and
general  expenses.  (See  Footnote 1 -  Cimarron  Resorts  Project  Development,
Management and Sales Agreement)

     Corporate  and other - Comparison  of the three months ended  September 30,
2000 to the three months ended  September 30, 1999.  The operating loss consists
primarily  of general and  administrative  costs that are not  allocated  to the
segments.  The  decrease  in  operating  loss is  primarily  due to an  increase
in other income.

                                       16
<PAGE>
Consolidated Results

     Comparison of the three months ended September 30, 2000 to the three months
ended September 30, 1999.

     Vacation Interval sales increased by approximately $3.9 million,  or 24.0%,
from  approximately  $16.3 million for the three months ended September 30, 1999
to  approximately  $20.2 million for the three months ended  September 30, 2000.
Vacation Interval sales increased  primarily as the weeks sold increased 355, or
29.2%,  from 1,216 to 1,571 for the three  months ended  September  30, 1999 and
2000, respectively.

     Rental and service fee income increased $0.4 million or 19.5% for the three
months  ended  September  30, 2000 when  compared to the  comparable  prior year
period.  This  increase  results  from an  increase of  approximately  3,500 new
members  paying  service fees during the three months ended  September  30, 2000
when compared to the comparable prior year period.

     Interest income on Vacation Interval receivables  increased by $0.3 million
or 18.3% for the three  months  ended  September  30, 2000 when  compared to the
comparable  prior year period.  The increase  results from the higher  amount of
Vacation Interval  receivables  outstanding for the three months ended September
30, 2000 when compared to the comparable prior year period.

     Provision for doubtful accounts increased by approximately $0.5 million, or
38.6%, from  approximately $1.2 million for the three months ended September 30,
1999,  to  approximately  $1.7 million for the three months ended  September 30,
2000.  This increase is in response to an increase in customer  financing in the
third  quarter of 2000  compared  to the prior year third  quarter.  The Company
computes a provision for doubtful accounts to achieve a balance sheet reserve of
around 12% of Vacation  Interval  receivables.  The Company  believes  that this
reserve  provides  adequate  coverage  of  default  risk  under  current  market
conditions.

     Advertising,  sales and  marketing  expense  increased  approximately  $1.7
million,  or 22.4%, from  approximately  $7.6 million for the three months ended
September  30,  1999,  to  approximately  $9.3  million for three  months  ended
September 30, 2000. The acquisition of Cimarron accounted for approximately $0.3
million of this increase.  Increased  sales  commissions,  sales  promotions and
marketing  programs  associated  with higher  sales  levels  contributed  to the
increase  as well.  As a percent  of  sales,  advertising,  sales and  marketing
decreased  1.1% for the three months  ending  September 30, 2000 compared to the
same period in the prior year.

     Maintenance and energy expenses increased  approximately  $0.3 million,  or
9.1%, from  approximately  $3.2 million for the three months ended September 30,
1999,  to  approximately  $3.5 million for the three months ended  September 30,
2000.  The  increase in  expenses  was caused by  acquisitions  after the second
quarter of 1999 of Villa Vera units in Mexico and Westin units in Whiski Jack.

     General and administrative  expenses increased  approximately $0.6 million,
or 21.1%, from  approximately  $2.7 million for the three months ended September
30, 1999, to approximately $3.3 million for the three months ended September 30,
2000.   The  Company's  new  operations  at  Cimarron   Resorts   accounted  for
approximately  $0.2 million of this  increase.  Additionally,  in Mexico  higher
costs  resulted  from  general  inflation  and  an  increase  in  revenue.  As a
percentage of revenue,  general and  administrative  costs were nearly unchanged
between periods.

     Depreciation  expense  increased  by $0.1  million  or 44.0%  for the three
months  ended  September  30, 2000 when  compared to the  comparable  prior year
period.  The increase  primarily relates to depreciation  associated with assets
acquired in conjunction with the December 1999 Villa Vera Hotel and Racquet Club
acquisition and increased investments in computer equipment.

     The Company  finalized  the sale of its Cozumel  property and certain other
property  held for sale in Mexico  in the third  quarter  2000 and  recorded  an
additional loss of $1.0 million.

     Interest expense was  approximately  $0.6 million more in the third quarter
of 2000 as compared to the third quarter of 1999 due primarily to interest costs
associated  with a  higher  level  of debt  outstanding  and  increased  average
interest rates between the periods.  Average debt  outstanding  increased  $17.0
million between  periods,  while the average interest rates increased from 13.0%
to 13.3% for September 1999 and September 2000, respectively.

                                       17
<PAGE>
     Foreign currency  exchange gain totaled  approximately  $0.8 million during
the third  quarter of 2000  compared  to a gain of  approximately  $0.4  million
during the third  quarter of 1999.  The  increase  in the gain  between  periods
occurred due to a stronger peso against the U.S.  dollar during the three months
of 2000 compared to the comparable prior year period.

     The  Company  purchased  $5.5  million  face value of Senior  Notes,  which
resulted in an extraordinary gain of $1.0 million, net of tax.


MEXICO'S INFLATION AND CURRENCY CHANGES

     Management  believes that in  interpreting  the  comparisons of operational
results discussed above, two factors are of importance:  currency exchange rates
and  inflation.  Changes in costs  between  prior year and current  year periods
could be the result of  increases  or  decreases  in the peso  exchange  rate or
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the three months ended September 30, 2000 was nearly  unchanged when compared to
the average  monthly peso exchange rate for the three months ended September 30,
1999. The Company  estimates that inflation in Mexico was approximately 9% since
September  1999.  Expenditures in Mexico for  advertising,  sales and marketing,
maintenance  and  energy,  and  for  general  and  administrative  expenses  are
primarily  settled in pesos,  and were  negatively  impacted  by the  effects of
inflation.

COMPARISONS  OF SEPTEMBER  30, 2000 BALANCE  SHEET  AMOUNTS TO DECEMBER 31, 1999
BALANCE SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately  $13.4 million from approximately $61.2 million as of December 31,
1999 to  approximately  $74.6 million as of September 30, 2000.  The increase in
Vacation  Interval  receivables is related to the increase in the level of sales
financing with  approximately  1,600 additional  loans.  Other trade receivables
increased due to the annual service fee billings in the first quarter of 2000 as
well as an increase in the number of members being billed.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  decreased  approximately $7.1 million from approximately $23.6
million as of December 31, 1999 to  approximately  $16.5 million as of September
30, 2000.  The sale of units  reduced  unit  inventory  by  approximately  $13.1
million, which was offset by purchases by Whiski Jack in Canada of approximately
$4.7 million,  and the remainder  primarily from reinstatement of inventory from
defaulting owners in Mexico.

     Exclusivity  agreement  and other  intangibles  were recorded in the second
quarter  in  conjunction   with  entering  into  the  Cimarron  Resorts  Project
Development,  Management and Sales Agreement with Royale Mirage  Partners,  L.P.
See Footnote 1 "GENERAL  INFORMATION  - Cimarron  Resorts  Project  Development,
Management and Sales Agreement" for a discussion of this transaction.

     Refundable  Mexican taxes  decreased $2.1 million from $4.5 million to $2.4
million  primarily  due to receipt of a refund  relating to prior  period  taxes
paid.

     Accounts  payable  and accrued  liabilities  increased  approximately  $7.0
million  from   approximately   $14.1   million  as  of  December  31,  1999  to
approximately  $21.1 million as of September 30, 2000.  The Cimarron  operations
increased   accounts   payable  and  accrued   liabilities   by  $3.1   million.
Additionally,  accrued interest payable increased by $3.2 million due to the one
month accrued interest on the Senior Notes at December 1999 compared to the four
months accrued at September 30, 2000.

     Unearned   service   fees   increased   approximately   $1.2  million  from
approximately $2.0 million as of December 31, 1999 to approximately $3.2 million
as of  September  30, 2000.  This  balance was higher  because a majority of the
related  fees are  typically  invoiced  at the  beginning  of each year and then
earned throughout the year.

                                       18
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The  Company  generates  cash  for  operations  primarily  from the sale of
Vacation  Intervals,  receipt of payments on the Vacation Interval  receivables,
and the receipt of service fees charged to members.  With respect to the sale of
Vacation  Intervals,  the Company  generates  cash from all-cash  sales and from
receipt of down payments on financed Vacation Interval sales.

     The Company generates cash through principal  collected and interest income
from financing Vacation Interval receivables generated through Vacation Interval
sales.   Additionally,   the  Company  uses  Vacation  Interval  receivables  as
collateral  in order to obtain  loans.  At September  30, 2000,  the Company had
$76.8 million of Vacation Interval receivables of which approximately (i) 53% of
all  of  the  Vacation  Interval   receivables  were  U.S.  or  Canadian  dollar
denominated  (ii) 36% of all Vacation  Interval  receivables were denominated in
UDI's,  an  obligation  denominated  in pesos  which  is  adjusted  for  Mexican
inflation,  and (iii) 11% of all Vacation Interval  receivables were denominated
in pesos.

     As of September 30, 2000 and December 31, 1999, the Company had outstanding
$94.5  million and $100  million,  respectively,  of 13% Senior  Notes due 2004.
Under the FINOVA  credit line  ("FINOVA"),  $21.0  million and $24.9 million was
outstanding with approximate  interest rates of 11.4% and 10.6% at September 30,
2000 and  December  31,  1999,  respectively.  The  Textron  credit  line had an
outstanding  balance of $8.4  million and $7.1 million  with  interest  rates of
11.5% and 10.5% at September 30, 2000 and December 31, 1999,  respectively.  The
Bancomer loan,  which bears an interest rate of 12%, had an outstanding  balance
of $4.3 million and $6.8  million at  September  30, 2000 and December 31, 1999,
respectively.  Financial  Institution debt, which bore average interest rates of
10.8% and 9.6%,  had  outstanding  balances of $4.5  million and $2.6 million at
September 30, 2000 and December 31, 1999, respectively. Mortgages payable had an
outstanding  balance of $3.9 million and $3.4  million,  with  average  interest
rates  of  11.2%  and  10.5% at  September  30,  2000  and  December  31,  1999,
respectively.

     The Company's borrowing capacity under the FINOVA credit facility currently
includes a $20 million  accounts  receivable  based credit  facility and a $16.5
million  inventory  based  non-revolving  line of credit;  the  combined  credit
facility  provides an aggregate  borrowing  limit of $34 million.  The Company's
borrowing capacity under the Textron credit facility is $10 million. The Company
estimates that based on Vacation  Interval  receivables  not currently  pledged,
approximately  $3.7 million at September  30, 2000 was  available  for borrowing
under the credit facilities,  $2.0 million and $1.7 million under the Finova and
Textron lines of credit, respectively.

     Additionally,  as part of the Teton Club financing arrangement with FINOVA,
the Company is directly obligated for 25% of the outstanding  borrowing or, $7.6
million at September 30, 2000 under the construction  loan, the pre-sale working
capital loan and the receivables  loan. The Company is also  responsible for any
working capital deficits at the Teton Club.

     The Company  pursues a  growth-oriented  strategy.  From time to time,  the
Company acquires, among other things,  additional vacation ownership properties,
resorts and  completed  vacation  ownership  units,  land upon which  additional
vacation ownership resorts may be built (which may require capital  expenditures
by the Company) and/or other operations in the vacation ownership industry.  The
Company  is  evaluating   certain   resort  asset   acquisition  or  development
opportunities, but it currently has no contracts or capital commitments relating
to any potential acquisitions or developments.  However, the Company is actively
pursuing  financing  for  development  of the Los Cabos land.  In addition,  the
Company  is  evaluating  several  strategic  partnership  opportunities,  but it
likewise  has no  firm  agreements  relating  to any  such  potential  strategic
partnership opportunities.

     In  addition  to  accessing  its  lines of  credit to  finance  its  growth
strategy,  the Company may from time to time consider  issuing  debt,  equity or
other  securities,  entering into traditional  construction  financing or credit
agreements,  entering into joint venture or development  agreements with respect
to its undeveloped  property,  or  hypothecating  additional  Vacation  Interval
receivables. The Company is highly leveraged and, under the Indenture, there are
limitations  on the  Company's  ability to borrow funds and make certain  equity
investments.  Additionally,  the Company is required under the credit agreements
to maintain  certain  financial  covenants,  including  minimum  equity  levels.
Accordingly, there can be no assurance that the Company will be able to use debt
to  finance  any  expansion  plans  beyond  its  plans to  finance  its  current
commitments.

     At September  30, 2000,  the Company had remaining  developed  inventory of
Vacation  Interval weeks of 1,951 at Club Regina and 1,267 at Whiski Jack, or 8%
and  12.4%,  respectively,  of total  weeks  available.  Club  Regina  will have
available  two-bedroom  inventory  from Cimarron  Resorts to sell as Club Regina
inventory.  Including the Vacation  Interval  inventory to be made available for
sales by Club  Regina  effective  as of July  2000  under the

                                       19
<PAGE>
Cimarron  Resorts  Project  Development,  Management  and Sales  Agreement,  the
remaining  Vacation Interval inventory of total weeks for Club Regina would have
been 12% as of September  30, 2000.  The Company  plans to increase its Vacation
Interval  inventory  through  development  of additional  properties  and making
acquisitions  in the short  term,  including  developing  the Teton  Club  joint
venture, acquiring intervals under the Cimarron project development,  management
and sales agreement,  developing its land in Los Cabos, and making  acquisitions
in Mexico, the United States and Canada.

     The Company  believes that its current  financial  position plus borrowings
available under the credit  agreements  will satisfy its currently  planned 2000
capital   expenditures  of  approximately   $10.9  million.   The  2000  planned
expenditures include the development activities in Los Cabos and the purchase of
Vacation  Interval  inventory  in  Whistler,  British  Columbia.  The Los  Cabos
development will require project  financing  before  development can proceed and
the  Company  is  negotiating   for  such   financing  with  Mexican   financial
institutions. However, no commitment has been received from such institutions.

     At September  30,  2000,  the Company is, and will  continue to be,  highly
leveraged, with substantial debt service requirements.  A significant portion of
the Company's assets is pledged against existing  borrowings.  The Company has a
shareholders'  deficit,  has incurred  losses since its inception and expects to
incur a net loss for fiscal 2000 and 2001. To achieve profitable operations, the
Company is dependent on a number of factors, including its ability to reduce its
debt service  requirements,  to increase its Vacation Interval inventory through
development  projects and through the acquisition of existing resort properties,
and its ability to continually sell Vacation  Intervals on an economical  basis,
taking into account the cost of such intervals and related marketing and selling
expenses.  The Company expects that its existing  credit capacity  combined with
additional credit capacity which must be negotiated during 2000 and 2001 will be
required to enable the Company to meet its debt service  obligations,  including
interest  payments on its Senior Notes  through the third  quarter of 2001.  The
Company also expects to be able to fund capital  requirements  from  anticipated
capital  project  financings,  which  have not yet been  negotiated.  Should the
Company not be able to successfully negotiate additional credit capacity,  there
is no  assurance  that the Company  would be able to meet all of its  short-term
debt service  obligations  unless it  liquidated  assets and reduced size of its
operations.  The  Company  has  historically  incurred  debt and  issued  equity
securities to fund negative cash flows from operating activities and to make the
payments on previously incurred debt obligations.

     In the  short-term,  the Company is working to increase  liquidity  through
hypothecation  of  its  receivables.   The  Company  anticipates  it  will  need
approximately  $20.0 million in new working capital  borrowings over the next 12
months.  This will include expanding  capacity under its current facilities and,
if necessary,  obtaining credit lines from new sources.  Emphasis will be placed
on the level of  hypothecation  of loans  from  Mexican  buyers  of Club  Regina
Vacation  Intervals.  These  receivables are denominated in US dollars,  Mexican
pesos and Mexican  UDI's.  Currently  the Company has a $10 million  receivables
hypothecation  facility with Textron.  The receivable  pool,  which provides the
collateral  for the  Textron  facility,  is large  enough  to  support a loan of
approximately $23.1 million at the current Textron advance rate. The Company has
begun  discussions with Textron  regarding the expansion of this credit facility
to $20.0 million and anticipates that the facility will be expanded prior to the
December 1st, 2000 Senior Notes' interest payment.

     On a long-term  basis,  the Company has debt  maturities of $25.8  million,
$2.1 million, $0.2 million, $94.9 and $3.1 million in 2001, 2002, 2003, 2004 and
thereafter,  respectively.  In order to meet  obligations in the long-term,  the
Company will need to achieve  profitable  operations,  reduce its high  leverage
position  and expand its  current  credit  facilities.  Should the  Company  not
achieve one or more of these  requirements the Company's  ability to continue to
operate would be jeopardized.

     The Company is working to reduce its high  leverage  position.  The Company
believes  that there are several  opportunities  that may  facilitate  a capital
restructuring  and  is  currently  discussing  several  options  with  financial
institutions  and others.  While the Company  intends to continue to pursue such
opportunities, there can be no assurance that a capital restructuring will occur
during the next year.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not applicable

                                       20
<PAGE>
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

    None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None


ITEM 5.  OTHER INFORMATION

    None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

    The following is a list of exhibits filed as part of this quarterly report.

  Exhibit No.                                                   Description

     27.1        --   Financial Data Schedule


(b)      Reports on Form 8-K.

    None

                                       21
<PAGE>

                                   SIGNATURES


     Pursuant  to  the   requirements   of  the  Securities  Act  of  1934,  the
Registrants,  Raintree Resorts International, Inc. and CR Resorts Capital, S. de
R.L. de C.V.,  have duly caused this report to be signed on their  behalf by the
undersigned, thereunto duly authorized.


                                      RAINTREE RESORTS INTERNATIONAL, INC.
                                      CR RESORTS CAPITAL, S.  DE  R.L.  DE  C.V.




Date: November 13, 2000           By:     /S/ George E. Aldrich
                                     ------------------------------------------
                                                George E. Aldrich
                                 Senior Vice President - Finance and Accounting
                                          (Principal Accounting Officer)





                                       22
<PAGE>

                                  EXHIBIT INDEX


  Exhibit No.               Description

     27.1        --   Financial Data Schedule

<PAGE>