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 June 30, 2001

                                       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 June 30, 2001, the Registrant had 12,039,807 shares of Common Stock
outstanding and Warrants to purchase 2,596,455 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).

                              --------------------
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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, 2000 and June 30, 2001 (Unaudited) ..............................................    3
         Consolidated Statements of Operations and Comprehensive Loss
              for the Three and Six Months ended June 30, 2000 and 2001 (Unaudited) ........................    4
         Consolidated Statements of Cash Flows
              for the Six Months ended June 30, 2000 and 2001 (Unaudited)....................................   5
         Notes to Consolidated Financial Statements (Unaudited) June 30, 2001 ...............................   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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                          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,     June 30,
                                                                                      2000           2001
                                                                                  ------------   -----------
<S>                                                                               <C>            <C>
Assets
    Cash and cash equivalents ..................................................   $   3,373      $   4,345
    Vacation Interval receivables and other trade receivables, net .............      76,140         80,407
    Inventories ................................................................         917          1,125
    Refundable Mexican taxes ...................................................       2,461            800
    Facilities, office furniture and equipment, net ............................       5,168          5,185
    Land held for vacation ownership development ...............................      11,503         12,063
    Property held for sale .....................................................       1,301            364
    Equity investments .........................................................       2,062          2,364
    Cost of unsold vacation ownership intervals and related club memberships ...      13,303         11,413
    Retained interest in hotel cash flows ......................................       4,000          4,000
    Deferred loan costs, net ...................................................       6,427          6,350
    Exclusivity agreement and other intangibles ................................       2,872          2,942
    Prepaid and other assets ...................................................       4,225          4,907
                                                                                   ---------      ---------
Total assets ...................................................................   $ 133,752      $ 136,265
                                                                                   =========      =========


Liabilities and Shareholders' Investment

Liabilities
    Accounts payable and accrued liabilities ...................................   $  24,854      $  27,506
    Notes payable ..............................................................      46,192         41,597
    Senior Notes, due 2004, net of unamortized original issue discount of $4,952
    and $4,321 at December 31, 2000 and June 30, 2001, respectively ............      89,548         90,179
    Taxes payable ..............................................................         940          4,903
    Unearned service fees ......................................................       2,779          8,566
                                                                                   ---------      ---------
Total liabilities ..............................................................     164,313        172,751

Commitments and Contingencies

Redeemable Preferred Stock
    Pay-in-Kind preferred stock; Par value $.001; 5,000,000 shares authorized,
         59,405 shares issued and outstanding at June 30, 2001; aggregate
         liquidation preference of $5,941 at June 30, 2001 .....................       5,630          5,884

Shareholders' Deficit
    Common stock; par value $.001; 45,000,000 shares authorized, 10,766,300 and
       12,039,807 shares issued and outstanding at December 31, 2000
       and June 30, 2001, respectively .........................................          11             12
    Additional paid-in capital .................................................       1,505          1,270
    Warrants to purchase, 4,369,962 and 2,596,455 shares of common stock
       at December 31, 2000 and June 30, 2001 ..................................       9,341          9,335
    Accumulated deficit ........................................................     (47,025)       (52,941)
    Cumulative translation adjustment ..........................................         (23)           (46)
                                                                                   ---------      ---------
Total shareholders' deficit ....................................................     (36,191)       (42,370)
                                                                                   ---------      ---------
Total liabilities and shareholders' deficit ....................................   $ 133,752      $ 136,265
                                                                                   =========      =========


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

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                                       3
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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

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


                                                        Six Months Ended       Three Months Ended
                                                           June 30,                  June 30,
                                                      --------------------    --------------------
                                                        2000        2001        2000        2001
                                                      --------    --------    --------    --------
<S>                                                  <C>         <C>         <C>         <C>
Statement of Operations
Revenues
   Vacation Interval sales ........................   $ 35,287    $ 35,245    $ 17,277    $ 14,478
   Rental and service fee income ..................      5,552       7,754       3,073       4,164
   Interest income on Vacation Interval receivables      4,149       3,970       1,886       2,014
   Other income ...................................      1,314         634         634        (282)
                                                      --------    --------    --------    --------
     Total revenues ...............................     46,302      47,603      22,870      20,374
Costs and Operating Expenses
   Cost of Vacation Interval sales ................      8,453       9,167       4,235       4,188
   Provision for doubtful accounts ................      2,951       2,262       1,531         772
   Advertising, sales and marketing ...............     15,747      17,544       8,143       7,930
   Maintenance and energy .........................      5,938       8,848       3,114       4,712
   General and administrative .....................      5,583       5,537       2,902       2,865
   Depreciation  and amortization .................        860         776         517         388
   Provision for loss on sale of land held for sale      6,200          --       6,200          --
                                                      --------    --------    --------    --------
     Total costs and operating expenses ...........     45,732      44,134      26,642      20,855
                                                      --------    --------    --------    --------
Operating income (loss) ...........................        570       3,469      (3,772)       (481)
   Interest expense, net ..........................     10,652      10,174       5,295       5,042
   Equity in (gains)/losses on equity investments .         47        (489)        (29)          6
   Foreign currency exchange (gains)/losses, net ..        996      (1,640)      1,774      (1,879)
                                                      --------    --------    --------    --------
Net loss before taxes .............................    (11,125)     (4,576)    (10,812)     (3,650)
   Foreign income and asset taxes (benefits) ......         37       1,340          (3)      1,043
                                                      --------    --------    --------    --------
Net loss before preferred dividends ...............    (11,162)     (5,916)    (10,809)     (4,693)
   Preferred stock dividends ......................        254         253         134         121
                                                      --------    --------    --------    --------

Net loss available to common shareholders .........   $(11,416)   $ (6,169)   $(10,943)   $ (4,814)
                                                      ========    ========    ========    ========

Net loss per share
    (Basic and Diluted) ...........................   $  (0.91)   $  (0.42)   $  (0.87)   $  (0.33)

Weighted average number of common shares
    (Basic and Diluted) ...........................     12,636      14,636      12,636      14,636

Comprehensive Loss
Net loss before preferred stock dividends .........   $(11,162)   $ (5,916)   $(10,809)   $ (4,693)

Other comprehensive income:
   Foreign currency translation adjustment ........       (102)        (23)        (85)        130
                                                      --------    --------    --------    --------

 Comprehensive loss ...............................   $(11,264)   $ (5,939)   $(10,894)   $ (4,563)
                                                      ========    ========    ========    ========




         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 CASH FLOWS
                                 (in thousands)

                                                                                             (Unaudited)
                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                    --------------------------
                                                                                       2000            2001
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
Operating activities
Net loss .........................................................................   $(11,162)      $ (5,916)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization .............................................      1,377          1,407
       Amortization of deferred loan costs .......................................        910            906
       Losses and gains on sale of property ......................................      6,200           (390)
       Provision for doubtful accounts ...........................................      2,951          2,262
       Equity in (gains)/losses on equity investments ............................         47           (489)
     Changes in other operating assets and liabilities:
       Vacation Interval receivables and other trade receivables .................     (7,347)        (6,292)
       Cost of unsold vacation ownership intervals and related club memberships ..      2,954          1,611
       Prepaid and other assets ..................................................       (615)          (682)
       Accounts payable and accrued liabilities ..................................       (415)         2,705
       Taxes payable/refundable ..................................................      1,187          5,612
       Unearned service fees .....................................................      2,599          5,787
                                                                                     --------       --------
Net cash (used in) provided by operating activities ..............................     (1,674)         6,521

Investing activities
   Purchase of land and other assets held for vacation ownership development .....       (404)          (373)
   Deposit on land held for sale .................................................      1,800             --
   Additions to facilities, office furniture and equipment .......................       (434)          (869)
     Proceeds from sale of property ..............................................         --          1,070
                                                                                     --------       --------
Net cash provided by (used in) investing activities ..............................        962           (172)

Financing activities
    Additional bank and other loans, net of related expenses .....................     14,152         17,035
    Repayment of bank loans and senior notes .....................................    (13,783)       (22,390)
      Exercise of warrants .......................................................         --             13
    Dividend payments on and redemption of preferred stock .......................       (813)            --
                                                                                     --------       --------
Net cash used in financing activities ............................................       (444)        (5,342)

(Decrease)/increase in cash and cash equivalents .................................     (1,156)         1,007
Effect of exchange rate changes on cash ..........................................        (57)           (35)
Cash and cash equivalents, at beginning of the period ............................      8,311          3,373
                                                                                     --------       --------
Cash and cash equivalents, at end of the period ..................................   $  7,098       $  4,345
                                                                                     ========       ========


Supplemental disclosures of cash flow information
    Cash paid during the period for interest .....................................   $  9,572       $  8,826
    Cash (received)/paid during the period for income and asset taxes ............        (82)           977

Non-cash investing activities
      Reclassify land held for sale, net of loss provision .......................      8,000             --

Non-cash financing activities
      Stock dividends accrued and accretion on preferred stock ...................        254            253

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

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                                       5
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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                                  June 30, 2001


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

     In connection with the Company's August,  1997 purchase of its subsidiaries
in Mexico,  the Company  borrowed  approximately  $83 million and replaced  such
borrowing  with its Senior  Notes.  At June 30,  2001,  the Company is, and will
continue to be, highly  leveraged,  with substantial debt service  requirements.
The Company incurs  significant  liquidity  needs to fund  semi-annual  interest
payments  of $6.1  million  due June 1 and  December  1 on its Senior  Notes.  A
significant  portion  of the  Company's  assets  are  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  2001.  To achieve
profitable  operations,  the  Company  is  dependent  on a  number  of  factors,
including its ability to reduce or restructure its Senior Notes with a reduction
in the principal amount outstanding, 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,  and to attract new equity or equity equivalent
capital. The Company has historically incurred debt and issued equity securities
to fund  negative cash flows from  operating  activities to make the payments on
previously  incurred debt  obligations.  The Company expects that it will obtain
sufficient credit capacity or equity capital or complete a debt restructuring or
sale of  assets  or a  combination  of the  foregoing  to meet its debt  service
obligations,  including interest payments on its Senior Notes through the second
quarter  of  2002.  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 working  capital and  short-term  debt  service
obligations unless it liquidates assets and reduces the size of its operations.

     The  Company's  payment of the Senior Notes  interest  through June 2002 is
based  on  available  cash  and  modifying  the  terms  of  its  current  credit
agreements.  The Company is currently  working on restructuring a portion of the
Senior  Notes that would reduce the amount  required for the interest  payments.
The  modifications to its credit  agreements may involve  increasing the allowed
amount of Vacation Interval receivables from Mexican obligors, or the portion of
collateral  which can be based on Mexican  currency and  expanding the borrowing
limit. The Company is currently evaluating several alternatives for meeting this
additional working capital need and is in discussions and negotiations regarding
these   modifications  and  restructurings.   However,   these  discussions  and
negotiations  as well as  discussions  with new  financing  sources have not yet
resulted in commitments  that will satisfy the Company's  working  capital needs
through June 2002.

     In order to meet  obligations  in the  long-term,  the Company will need to
achieve positive net income by reducing its high leverage  position,  expand and
extend its current  receivables  hypothecation  facilities and execute a capital
restructuring. The Company is pursuing several opportunities that may facilitate
a capital  restructuring.  While the Company  believes it will be able to obtain
additional  financing and execute a capital  restructuring  and has demonstrated
historically  that it has been successful in such efforts to secure financing or
generate  liquidity  necessary to service its high leverage,  should the Company
not  close one or more of these  opportunities  or one or more that may arise in
the  future,  the  Company's  ability to operate  would be  jeopardized.  If the
conditions  described  above  continue  to exist at the time of  release  of its
financial statements for the year that will end December 31, 2001, the Company's
status as a going concern could be jeopardized.



                                       6
<PAGE>
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  Annual  Report for the year ended  December  31,  2000,  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 six month period ended June 30, 2000 and 2001.

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.


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 losses for
the year 1999, 2000 and 2001 by quarter (in thousands):

Quarterly Gain/(Loss)            1999        2000          2001
---------------------           ------     --------       ------

First Quarter                  $  529      $    778      $  (239)
Second Quarter                   (727)       (1,774)       1,879
Third Quarter                     443           755
Fourth Quarter                    556          (884)
                               ------      --------      -------
                               $  801      $ (1,125)     $ 1,640
                               ======      ========      =======


The following table presents the quarter end exchange rates for the Mexican
peso:

                                           Pesos = 1.00 US Dollar
                                         1999        2000        2001
                                        -----       -----       -----
     March 31 ........................  9.516       9.233       9.520
     June 30 .........................  9.488       9.954       9.085
     September 30 ....................  9.358       9.429
     December 31 .....................  9.522       9.600

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 $1.8 million in restricted funds at June 30, 2001.


                                       7
<PAGE>
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 and $0.4 million was capitalized during
each of the three and six months  ended June 30,  2000 and $0.2 and $0.5 for the
three and six months ended June 30, 2001.

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

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.  On December 5, 1997, in  conjunction  with the issue of Senior Notes
and on December 15, 2000, in conjunction with obtaining  shareholder  loans, the
Company  issued  warrants to purchase  1,869,962 and 2,000,000  shares of common
stock at a conversion price of $0.01 per share,  respectively.  Since the common
shares  issuable  under these  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 earnings per share as of the date they were
issued.  At June 30, 2001,  2,596,455  warrants of the originally  issued Senior
Notes and Shareholder loan warrants are outstanding.

     At June,  2001,  the Company had  outstanding  722,500 stock options with a
weighted-average  exercise  price of  $3.18  per  share,  500,000  common  stock
warrants with an exercise  price of $5.00 per share and  preferred  stock with a
$5.9  million 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 are not
included in diluted EPS as the exercise  prices exceed the estimated  fair value
of common stock. The Senior Notes and Shareholder loan warrants were included in
both the computation of basic and diluted EPS.


NOTE 3.  VACATION INTERVAL RECEIVABLES AND OTHER TRADE RECEIVABLES

         Vacation Interval receivables and other trade receivables were as
follows (in thousands):

                                                December 31,          June 30,
                                                    2000               2001
                                                ------------        ----------

     Vacation Interval receivables ...........    $ 78,709            $ 81,762
     Other trade receivables .................       6,985               7,756
     Less - allowances for doubtful accounts .      (9,554)             (9,111)
                                                  --------            --------
       Total .................................    $ 76,140            $ 80,407
                                                  ========            ========

     Allowances  for  uncollectible  accounts  increased  by  $2.3  million  for
additional  estimated  reserves,  and  decreased by $2.7 million for  receivable
write-offs, net of recoveries during the six months ended June 30, 2001.


                                       8
<PAGE>
     The  Company  estimates  that at December  31,  2000 and at June 30,  2001,
approximately  46%  and  45%,  respectively,  of all of  the  Vacation  Interval
receivables  were U.S.  dollar  denominated,  37% and 38% of  Vacation  Interval
receivables were  denominated in UDIs, an obligation  denominated in pesos which
is adjusted  for Mexican  inflation  ("UDI"),  11% and 12% of Vacation  Interval
receivables were denominated in Mexican pesos, and 6% and 5%,  respectively,  of
Vacation Interval receivables were denominated in Canadian dollars.


NOTE 4.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Summary of Accounts Payable and Accrued Liabilities (in thousands) -

                                                December 31,         June 30,
                                                    2000               2001
                                                ------------        ----------

     Accounts payable ............ ...........    $  9,313            $  8,691
     Accrued interest payable ................       1,876               1,939
     Refurbishment reserve .. ................       3,210               3,423
     Inventory acquisition liabilities .......       2,346               6,419
     Other accrued liabilities ...............       8,109               7,034
                                                  --------            --------
                                                  $ 24,854            $ 27,506
                                                  ========            ========


     Inventory acquisition liabilities are for the Cimarron, Kona and Puerto Mio
inventory   purchases.   Other  accrued  liabilities   includes  such  items  as
commissions, payroll, withholding taxes and legal accruals.

NOTE 5.  NOTES PAYABLE

Summary of Notes Payable (in thousands) -
<TABLE>
<CAPTION>

                                                                               December 31,         June 30,
                                                                                  2000                2001
                                                                             --------------       ------------
<S>                                                                                <C>                <C>
     Credit Agreement Notes and Loans ....................................         $ 36,588           $ 33,517
     Mortgages Payable ...................................................            4,112              4,637
     Cabos West Notes Payable  ...........................................            2,350              2,350
     Notes Payable to Financial Institution and Other Debt ...............            2,142              1,093
     Notes Payable to Shareholders .......................................            1,000                 --
                                                                                   --------           --------
                                                                                   $ 46,192           $ 41,597
                                                                                   ========           ========
</TABLE>


Credit  Agreement  Notes and Loans - The November 1998 amended credit  agreement
with FINOVA Capital  Corporation  (FINOVA)  includes a receivables  based credit
facility of $20.0 million and a $16.5 million  inventory based credit  facility.
The  aggregate  borrowing  limit under the credit  agreement  is $34.0  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 11.25% and 8.75% per annum at December 31, 2000
and June 30, 2001  respectively.  The  outstanding  inventory loan balance bears
interest at a fluctuating base rate plus 225 basis points,  which was 11.75% per
annum at  December  31,  2000.  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 as of December 31, 2000
and June 30, 2001, the outstanding balance of the receivables line of credit was
$14.6  million and $14.1  million,  respectively.  The  inventory  based  credit
facility  was $4.4 million as of December 31, 2000 and was paid in full in March
2001.  As of June 30, 2001,  the Company was not in  compliance  with the FINOVA
loan  covenants  related  to the ratio of  administrative,  sales and  marketing
expenses to Vacation  Interval  sales,  "Adjusted  Current  Assets" to "Adjusted
Current  Liabilities"  ratio (as each is defined in the loan  agreement) and the
minimum   capital  test   covenant,   but  obtained   timely  waivers  for  such
non-compliance.

     In November 1999, the Company entered into a notes receivable loan facility
with Textron Financial Corporation (Textron), and has a borrowing limit of $18.0
million, as amended. Certain of the Company's notes receivable collateralize the
loan, and the loan has two borrowing  components.  The first borrowing component
has a $13.0 million  borrowing limit and is collateralized by up to 46% of notes
receivable  denominated  in  Mexican  pesos


                                       9
<PAGE>
or UDI's and the remainder in U.S. dollars.  The amount of UDI denominated notes
receivable is further  limited to $3.0  million.  Textron will lend 85%, 80% and
50% on pledged U.S. dollar,  Mexican Peso and UDI denominated  notes receivable,
respectively.  The second borrowing component has a $5.0 million borrowing limit
and is collateralized  by up to 15% of notes receivables  denominated in Mexican
pesos and the  remainder in U.S.  dollars.  Textron will lend up to 80% on these
pledged  notes.  These  notes are  assigned  to the lender and as  payments  are
received they are applied to this loan. The agreement limits the use of proceeds
to payment of debt, sales, marketing,  working capital,  project development and
administrative  costs,  and  for  future  expansion  of  timeshare  development.
Additionally,  the entire  outstanding  loan balance is to be paid in full on or
before December 31, 2005. The  outstanding  loans bear interest at a fluctuating
base rate  based on the Chase  Manhattan  Bank prime rate plus 200 and 275 basis
points for the $13.0 million and $5.0 million components,  respectively, that is
adjusted on the first day of each month with the  interest  due  monthly.  As of
December 31, 2000 and June 30, 2001,  the  outstanding  balance  under the $13.0
million  portion of the loan facility was $12.7 million and $12.4 million,  with
an interest  rate on the  outstanding  balance of 11.5% and 9.0%,  respectively.
Draws on the $5.0 million  portion of the loan facility  began in 2001,  with an
outstanding  loan  balance of $4.4  million as of June 30,  2001 and an interest
rate of 9.75%.

     The Bancomer  November  1999 UDI based $7.0 million loan  agreement and the
June 2001 additional  $800,000 U.S. dollar borrowings are  collateralized by the
Company's UDI denominated  notes  receivable.  The collateral  maintained by the
Company  equals 3 times the  outstanding  borrowings  under the loan.  The notes
receivable  are  assigned to the lender and as payments are  received,  they are
applied to this loan. The loan bears simple interest at a rate of 12% per annum.
As of December  31, 2000 and June 30,  2001,  the  outstanding  balance was $4.8
million and $2.6 million, respectively.

Mortgages  Payable - Mortgages  payable  consist of the  assignment  of specific
Whiski Jack Vacation Interval receivables to related and third party buyers. The
mortgages  payable bear  interest at 8.25% to 15.25% during 2000 and at June 30,
2001, and were payable in monthly  installments  including interest over periods
ranging  from  twelve  months to ten years  during  both  periods.  The  average
interest rate paid was 11.4% during 2000 and 2001.

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 13% and are due on demand.

Notes Payable to Financial  Institutions  - In April 2000,  the Company  entered
into a note payable to North Shore Credit Union, in connection with the Canadian
units  purchased,  due on or before October 2001, with an interest rate of prime
plus 2.5%,  which totaled 10.0% and 8.75%,  and an  outstanding  loan balance of
$2.0  million  and $1.0  million  at  December  31,  2000  and  June  30,  2001,
respectively.



NOTE 6.  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 sale of the vacation ownership interest.


                                       10
<PAGE>
     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
  June 30, 2001:
Revenues from external customers ............   $  16,015      $   4,320       $     18       $     21       $  20,374
Depreciation and amortization................         336             41             --             11             388
Operating income (loss) .....................        (888)           979             18           (590)           (481)
Income tax expense...........................         656            387             --             --           1,043
Capital expenditures ........................         623             11             --              8             642
</TABLE>

<TABLE>
<CAPTION>
                                                                               Corporate
                                                 Mexico         Canada         and Other        Total
                                               ------------   ------------    ------------    -----------
<S>                                            <C>             <C>             <C>            <C>
As of and for the three months ended
  June 30, 2000:
Revenues from external customers ............  $   20,024      $   2,794       $     52       $ 22,870
Depreciation and amortization................         313            188             16            517
Operating (loss) ............................      (3,065)           (70)          (637)        (3,772)
Income tax expense...........................          33            (36)            --             (3)
Capital expenditures ........................         346            162             10            518
</TABLE>
<TABLE>
<CAPTION>
                                                                                              Corporate
                                                 Mexico         Canada           U.S.         and Other        Total
                                               ------------   ------------    ------------   ------------    -----------
<S>                                            <C>             <C>             <C>            <C>            <C>
As of and for the six months ended
  June 30, 2001:
Revenues from external customers ............  $   40,899      $   6,622       $     55       $     27       $  47,603
Depreciation and amortization................         667             83             --             26             776
Operating income (loss) .....................       4,027            587             55         (1,200)          3,469
Income tax expense...........................       1,229            111             --             --           1,340
Capital expenditures ........................       1,197             37             --              8           1,242
Total assets ................................     114,208         12,478            192          9,387         136,265
</TABLE>
<TABLE>
<CAPTION>
                                                                               Corporate
                                                 Mexico         Canada         and Other        Total
                                               ------------   ------------    ------------    -----------
<S>                                            <C>             <C>             <C>            <C>
As of and for the six months ended
  June 30, 2000:
Revenues from external customers ............  $   40,711      $   5,472       $    119       $ 46,302
Depreciation and amortization................         602            226             32            860
Operating income (loss) .....................       1,553             73         (1,056)           570
Income tax expense...........................          53            (16)            --             37
Capital expenditures ........................         632            194             43            869
Total assets ................................     124,037         12,337          4,510        140,884

</TABLE>

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 an equity gain of $0.02
million and loss of $0.01  million for the three  months ended June 30, 2000 and
2001, respectively, and an equity loss of $0.04 million and gain of $0.5 million
for the six months ended June 30, 2000 and 2001, respectively.


NOTE 7.  PAY-IN-KIND PREFERRED STOCK

     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.


                                       11
<PAGE>
NOTE 8.  CONTINGENCIES AND COMMITMENTS

     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 9.  JOINT VENTURE FINANCING

     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 June 30,  2001,  the Teton Club had  balances of $17.1
million and $5.4 million on the construction and accounts receivable  financing,
respectively.  The  working  capital  loan was paid off in its  entirety in June
2001.


NOTE 10. INVENTORY ACQUISITION

     In May and July 2001,  the Company  entered  into  agreements  with Diamond
Resorts International,  a developer,  marketer and manager of vacation ownership
resorts, to acquire vacation ownership intervals.  The inventory to be purchased
will be  financed  with the  proceeds  from sales of the  inventory  or with the
proceeds  from  hypothecation  of  loans  made  to  purchasers.   The  Company's
obligation  to acquire  the  individual  vacation  ownership  intervals  will be
exercised  only as  required  to  meet  current  sales  demands.  The  inventory
acquisition will include  approximately 960 one-bedroom intervals from Diamond's
Kona Reef  Resort on the Big Island of Hawaii and  approximately  700  intervals
from Diamond's Polo Resort, located on the Las Vegas "Strip".


NOTE  11.  EXCHANGE  AND  RIGHTS  OFFERING  TO  PREFERRED  STOCKHOLDERS  AND NEW
PREFERRED OFFERING

     In  conjunction  with seeking to  restructure a portion of Senior Notes and
obtaining  additional capital,  the Company made an exchange and rights offering
to preferred  stockholders and an offering of new Series C Preferred  ("Proposed
Preferred Transaction"). The completion of the Proposed Preferred Transaction is
contingent on the completion of the  restructuring  of the portion of the Senior
Notes noted above. Based on responses to the Proposed Preferred Transaction, the
Company would 1) exchange 35,346 shares,  $3,534,600 in book value, in currently
outstanding  Pay-in-Kind  stock for 3,718,750  shares of Series C Preferred,  2)
issue  2,479,167  shares  Series  C  Preferred  for  $1,487,500  in cash  and 3)
terminate  297,500  Warrants  to  purchase  common  stock  at  $5.00  per  share
previously issued to Pay-in-Kind preferred stockholders.

     The new Series C Preferred will have annual cumulative  dividends at 8% and
participate  with Common  Stock on an  as-converted  basis,  will rank senior to
existing  Pay-in-Kind  preferred stock and common stock,  will not be redeemable
and,  at the  option  of the  holder,  each  share  of  Series  C  Preferred  is
convertible   into  one  share  of  common  stock   (subject  to   anti-dilution
adjustments).  If all  Series C  Preferred  are  converted  into  common  stock,
6,197,921 of common stock shares will be issued.


NOTE 12. SUBSEQUENT TERMINATION OF RETAINED INTEREST IN HOTEL CASH FLOWS

     In July 2001,  the Company and  Starwood  terminated  the Asset  Management
Agreement between the parties,  which is reflected as Retained Interest in Hotel
Cash Flows for $4.0 million on the June 30, 2001 balance  sheet.  Starwood  paid
the Company $5.4 million in conjunction with the  termination.  The Company will
record a gain of approximately $1.4 million during the third quarter 2001.


                                       12
<PAGE>
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 Annual  Report for the year
ended  December 31, 2000,  filed by the Company with the Securities and Exchange
Commission and the financial statements and notes thereto contained herein.

COMPARISONS OF THE SIX MONTHS ENDED JUNE 30, 2001 TO THE SIX MONTHS ENDED JUNE
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 timeshares  under a club concept.
Revenues are  attributed  to countries  based on the location of the sale of the
vacation ownership interest.

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

                                                  For the Six Months ended June 30,
                      ------------------------------------------------------------------------------------------

                                                        Operating
                                                          Income                          Capital
                          Revenues          %             (Loss)             %          Expenditures        %
                        -------------    ---------     -------------    ----------      ------------    ---------
<S>                       <C>              <C>           <C>             <C>              <C>             <C>
 2001 -
 Mexico                   $ 40,899          85.9%         $ 4,027         116.1%           $ 1,197         96.4%
 Canada                      6,622          13.9%             587          16.9%                37          3.0%
 United States                  55           0.1%              55           1.6%                --          0.0%
 Corporate and other            27           0.1%          (1,200)        (34.6)%                8          0.6%
                          --------         -----         --------         -----            -------        -----
    Total                 $ 47,603         100.0%         $ 3,469         100.0%           $ 1,242        100.0%
                          ========         ======        ========         ======           =======        =====

 2000 -
 Mexico                   $ 40,711          87.9%         $ 1,553         272.5%           $   632         72.7%
 Canada                      5,472          11.8%              73          12.8%               194         22.3%
 Corporate and other           119           0.3%          (1,056)       (185.3)%               43          5.0%
                          --------         -----         --------         -----            -------        -----
    Total                 $ 46,302         100.0%        $    570         100.0%           $   869        100.0%
                          ========         ======        ========        ======            =======        =====
</TABLE>



     Mexico's Segment Results - Comparison of the six months ended June 30, 2001
to the six months  ended  June 30,  2000.  Revenues  remained  consistent  while
operating  income increased $2.5 million for the six months ending June 30, 2001
over the  comparable  prior year period.  The current year increase in operating
income is predominantly caused by the prior year $6.2 million provision for loss
on the sale of property. Excluding the


                                       13
<PAGE>
impact of the prior year loss on the sale of property, operating income was down
$3.7 million.  However, in 2001 the Company received deposits,  on sales of $5.2
million,  for  which  revenues  are  deferred  pending  title  transfer  on  the
acquisition  of the  underlying  units.  The  Company  estimates  the  impact of
deferral of the sales was to reduce 2001 operating profit by $2.2 million.

     Canada's Segment Results - Comparison of the six months ended June 30, 2001
to the six  months  ended  June  30,  2000.  Revenues  increased  $1.1  million,
primarily  as the number of weeks sold  increased  13.9% and the  average  price
increased $1,727.  The increase in both the number of weeks sold and the average
price is due to the  closing  of  Westin  sales  that  had not  been  recognized
previously since titles had not been received on the underlying units. Operating
income increased $0.5 million in conjunction with the increased sales.

Consolidated Results

     Comparison  of the six months  ended June 30, 2001 to the six months  ended
June 30, 2000.

     Vacation Interval sales remained the same for the six months ended June 30,
2001 when  compared  to the same  period  during  2000.  The number of  Vacation
Interval sales  memberships sold decreased by 482, or 18.1%,  from 2,668 for the
six months  ended June 30, 2000 to 2,186 for the six months ended June 30, 2001.
Additionally,  the average price increased  $2,898 or 21.9% from $13,226 for the
six months  ended June 30,  2000 to  $16,124  for the six months  ended June 30,
2001.  However,  the Company  deferred 343 sales  totaling $5.2 million  pending
title transfer on the acquisition of the underlying units.

     Rental and service fee income  increased by $2.2 million,  or 39.7% for the
six months ended June 30, 2001 compared to the comparable prior year period. The
increase results  primarily from an increase of approximately  4,000 new members
paying  service  fees during the first six months of 2001  compared to the prior
year period.

     Interest income on Vacation Interval receivables  decreased by $0.2 million
or 4.3% for the six  months  ended  June 30,  2001  compared  to the prior  year
period.   The  Company  records  UDI  inflation  impact  on  Vacation   Interval
receivables  as interest  income,  which was $0.2 million lower when compared to
the prior year.

     Other income decreased  approximately  $0.7 million from approximately $1.3
million for the six months ended June 30, 2000 to approximately $0.6 million for
the six months  ended June 30,  2001.  The decrease in other income was due to a
$0.3  million  decrease in hotel  operation  at the Villa Vera  because of lower
occupancy and decreased average rates. Additionally, the Company had lower sales
at retail theme store operations.

     Cost of Vacation Interval sales increased by $0.7 million,  or 8.4% for the
six months ended June 30, 2001  compared to the same period  during  2000.  As a
percentage of Vacation Interval sales, Cost of Vacation Interval sales increased
from  approximately  24% for the six months ended June 30, 2000 to approximately
26% for the six months ended June 30, 2001. The increase  results from inventory
currently  being acquired from Cimarron,  Kona,  Puerto Mio and Westin  Whistler
that are at a higher cost per week acquired than the company's  historical  cost
rate per week of inventory.

     Provision for bad debt  reserves  decreased  approximately  $0.7 million or
23.3% from  approximately $3.0 million for the six months ended June 30, 2000 to
$2.3  million  for the six  months  ended  June 30,  2001.  Based on a review of
historical  receivables  defaults,  the  actual  default  rate was less than the
anticipated  default rate and therefore,  the current rate used to determine the
provision was adjusted.  The Company believes that the recorded reserve provides
adequate  coverage of default risk for the Vacation  Interval  receivables under
current market conditions.

     Advertising,  sales and marketing  expenses  increased  approximately  $1.8
million,  or 11.4%,  from  approximately  $15.7 million for the six months ended
June 30, 2000, to approximately  $17.5 million for the six months ended June 30,
2001. As a percent of Vacation Interval sales, advertising,  sales and marketing
expenses  increased from  approximately  44.6% for the six months ended June 30,
2000 to approximately 49.8% for the six months ended June 30, 2001. The increase
in 2001 results from marketing costs  associated with the $5.2 million  deferral
of sales in Mexico (see Vacation Interval Sales discussion above). On a proforma
basis  assuming the  recognition  of the deferral  sales and the $0.9 million of
deferred  commissions  the  advertising,  sales  and  marketing  expenses  as  a
percentage  of  Vacation  Interval  sales would be 45.6% which is an increase of
2.0% from the six months ending June 30, 2000.


                                       14
<PAGE>
     Maintenance and energy expenses increased  approximately  $2.9 million,  or
49.0%, from  approximately  $5.9 million for the six months ended June 30, 2000,
to  approximately  $8.8  million  for the six months  ended June 30,  2001.  The
increase in expenses was caused by maintenance  and energy  expenses  associated
with new units from the Westin Whistler  acquisition in March 2000, the Cimarron
acquisition in May 2000, the addition of 42 units previously leased to Westin in
Mexico in  October,  2000 and higher  occupancy  rates in Mexico.  Additionally,
expenses  increased as a result of maintaining a higher membership base from the
prior year.

     Interest  expense  was  approximately  $0.5  million  less in the first six
months of 2001 as compared to the first six months of 2000 due  primarily to the
$5.5 million  decrease in Senior Notes  between  periods.  The weighted  average
interest  rate  decreased  0.3% from  June 30,  2000 to June 30,  2001,  and the
average debt decreased $8.8 million.

     The foreign currency  exchange gain was  approximately  $1.6 million during
the first six months of 2001  compared to a loss of  approximately  $1.0 million
during the first six months of 2000.  The decrease in the loss  between  periods
results from a stronger  peso against the U.S.  dollar  during the six months of
2001 compared to the prior year period.

     Foreign  income and asset taxes  increased  $1.3 million for the six months
ended June 30, 2001 compared to the prior year period. The Company is subject to
Mexican asset taxes, a portion of which was  previously  subject to a three-year
exemption period, which is now expired.


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 and
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the six months  ended June 30, 2001 was nearly  unchanged  when  compared to the
average  monthly  peso  exchange  rate for the six months  ended June 30,  2000.
However,  the Company estimates that inflation in Mexico was approximately  7.0%
since June 2000.  Expenditures in Mexico for  advertising,  sales and marketing,
maintenance and energy,  and general and  administrative  expenses are primarily
settled in pesos, and were negatively impacted by the effect of inflation.

COMPARISONS OF THE THREE MONTHS ENDED JUNE 30, 2001 TO THE THREE MONTHS ENDED
JUNE 30, 2000.

Segment Results

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

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

                                                        Operating
                                                          Income                         Capital
                          Revenues          %             (Loss)            %          Expenditures         %
                        -------------    ---------     -------------    -----------    -------------    ----------
 <S>                      <C>              <C>          <C>              <C>             <C>              <C>
 2001 -
 Mexico                   $ 16,015          78.6%       $    (888)        184.5%          $   623          97.1%
 Canada                      4,320          21.2%             979        (203.5)%              11           1.7%
 United States                  18           0.1%              18          (3.7)%              --           0.0%
 Corporate and other            21           0.1%            (590)        122.7%                8           1.2%
                          --------         -----        ---------         -----           -------         -----
    Total                 $ 20,374         100.0%       $    (481)        100.0%          $   642         100.0%
                          ========         =====        ==========        =====           =======         =====

 2000 -
 Mexico                   $ 20,024          87.6%       $  (3,172)         84.1%          $   346          66.8%
 Canada                      2,794          12.2%             (70)          1.9%              162          31.3%
 Corporate and other            52           0.2%            (530)         14.0%               10           1.9%
                          --------         -----        ---------         -----           -------         -----
    Total                 $ 22,870         100.0%       $  (3,772)        100.0%          $   518         100.0%
                          ========         =====        ==========        =====           =======         =====
</TABLE>

     Mexico's  Segment  Results - Comparison  of the three months ended June 30,
2001 to the three months ended June 30, 2000.  Revenues  decreased $4.0 million,
or 20.0%,  and  operating  loss  decreased  $2.3  million or 72.0% for the three
months  ending June 30,  2001.  The current year  decrease in operating  loss is


                                       15
<PAGE>
predominantly  caused by the prior year $6.2 million  provision  for loss on the
sale of  property.  Excluding  the  impact of the prior year loss on the sale of
property,  operating income was down $3.7 million.  However, in 2001 the Company
received  deposits,  on sales of $5.2 million,  for which  revenues are deferred
pending title transfer on the acquisition of the underlying  units.  The Company
estimates  the impact of deferral  of the sales was to reduce  2001  revenues by
$5.2 million and operating profit by $2.2 million.

     Canada's  Segment  Results - Comparison  of the three months ended June 30,
2001 to the three months ended June 30, 2000.  Revenues  increased $1.5 million,
primarily as the number of weeks sold increased  40.7% due to the recognition of
the  Westin  sales  that had been  deferred  until the  second  quarter of 2001.
Operating income increased $1.0 million in conjunction with increased sales.


Consolidated Results

    Comparison of the three months ended June 30, 2001 to the three months ended
June 30, 2000.

     Vacation Interval sales decreased by approximately $2.8 million,  or 16.2%,
from  approximately  $17.3  million for the three  months ended June 30, 2000 to
approximately $14.5 million for the three months ended June 30, 2001. The number
of Vacation Interval memberships sold decreased by 513, or 36.9%, from 1,390 for
the three  months ended June 30, 2000 to 877 for the three months ended June 30,
2001. Additionally, the average price increased $4,082 or 32.8% from $12,429 for
the three  months ended June 30, 2000 to $16,511 for the three months ended June
30, 2001. However,  the Company deferred 343 sales totaling $5.2 million pending
title transfer on the acquisition of the underlying units.

     Rental and service fee income  increased by $1.1 million,  or 35.5% for the
three months ended June 30, 2001 compared to the  comparable  prior year period.
The increase  results  primarily  from an increase in new members for the second
three months of 2001 compared to the same prior year period.

     Other income decreased  approximately  $0.9 million from approximately $0.6
million for the three months ended June 30, 2000 to a loss of approximately $0.3
million for the three months  ended June 30, 2001.  The decrease in other income
is  associated  with lower net revenues from closing cost recovery and the Villa
Vera hotel  operations,  which  experienced  lower occupancy  levels and average
rates for the three months ended June 30, 2001 when  compared to the same period
in the prior year.

     Provision for bad debt decreased $0.7 million or  approximately  49.6% from
approximately  $1.5  million  for the three  months  ended June 30, 2000 to $0.8
million  for the  three  months  ended  June 30,  2001.  Based  on a  review  of
historical  receivables  defaults,  the  actual  default  rate was less than the
anticipated  default rate and therefore,  the current rate used to determine the
provision was adjusted.  The Company believes that the recorded reserve provides
adequate  coverage of default risk for the Vacation  Interval  receivables under
current market conditions.

     Cost of Vacation  Interval  sales  remained  the same for the three  months
ended June 30, 2001  compared  to the same period  during  2000.  However,  as a
percent of Vacation  Interval sales,  Cost of Vacation  Interval sales increased
from  approximately   24.5%  for  the  three  months  ended  June  30,  2000  to
approximately  28.9% for the three  months  ended June 30,  2001.  The  increase
results from inventory currently being acquired from Cimarron,  Kona, Puerto Mio
and  Westin  Whistler  that are at a higher  cost  per  week  acquired  than the
Company's historical cost rate per week of inventory.

     Advertising,  sales and marketing  expenses  decreased  approximately  $0.2
million,  or 2.6%,  from  approximately  $8.1 million for the three months ended
June 30,  2000,  to  approximately  $7.9 million for three months ended June 30,
2001. As a percent of Vacation Interval sales, advertising,  sales and marketing
expenses increased from approximately 47.1% for the three months ending June 30,
2000 to  approximately  54.7% for the three  months  ended  June 30,  2001.  The
increase in 2001  results  from the  marketing  costs  associated  with the $5.2
million  deferral of sales in Mexico (see Vacation  Interval sales above).  With
the  recognition  of the  deferral  sales  and  the  $0.9  million  of  deferred
commissions  the  advertising,  sales and marketing  expenses as a percentage of
Vacation  Interval  sales would be 44.9% which is a 4.5% decrease from the three
months ending June 30, 2000.

     Maintenance and energy expenses increased  approximately  $1.6 million,  or
51.3%, from approximately $3.1 million for the three months ended June 30, 2000,
to  approximately  $4.7 million for the three  months  ended


                                       16
<PAGE>
June 30, 2001.  The increase in expenses  was caused by  maintenance  and energy
costs  associated  with the  higher  occupancy  rates in  Mexico  and the  costs
associated with maintaining a higher membership base.

     Interest  expense was  approximately  $0.3 million less in the second three
months of 2001 as compared to the second three  months of 2000 due  primarily to
the $5.5 million decrease in Senior Notes between periods.  The weighted average
interest rate decreased 0.4% from June 30, 2000 to June 30, 2001, as well as the
average debt decreased $10.2 million, respectively.

     Foreign currency  exchange gain was  approximately  $1.9 million during the
second three  months of 2001  compared to a loss of  approximately  $1.8 million
during the second three months of 2000. The decrease in the loss between periods
occurred due to a stronger peso against the U.S.  dollar during the three months
of 2001 compared to the prior year period.

     Foreign income and asset taxes  increased $1.0 million for the three months
ended June 30, 2001 compared to the prior year period. The Company is subject to
Mexican asset taxes, a portion of which was  previously  subject to a three-year
exemption period, which is now expired.

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 and
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the three months ended June 30, 2001  strengthened  when compared to the average
monthly peso exchange rate for the three months ended June 30, 2000. The Company
estimates  that  current  period  costs  settled in Mexican  pesos  increased by
approximately  3.2% because of  fluctuations  in the average peso  exchange rate
between periods. In addition, the Company estimates that inflation in Mexico was
approximately  7.0%  since June 2000.  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 JUNE 30, 2001 BALANCE SHEET AMOUNTS TO DECEMBER 31, 2000 BALANCE
SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately $4.3 million from  approximately  $76.1 million as of December 31,
2000 to  approximately  $80.4  million  as of June 30,  2001.  The  increase  in
Vacation  Interval  receivables is related to the increase in the level of sales
financing with approximately 533 additional loans.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  decreased  approximately $1.9 million from approximately $13.3
million as of December 31, 2000 to  approximately  $11.4  million as of June 30,
2001.  The sale of units reduced unit inventory by  approximately  $9.2 million,
which was offset by purchases in Canada of  approximately  $2.7 million,  and in
Mexico of approximately $3.6 million. The remainder of the decrease is primarily
from reinstatement of inventory from defaulting owners in Mexico.

     Accounts payable and accrued liabilities  increased $2.6 million from $24.9
million  December 31, 2000 to $27.5 million which is related to the  acquisition
of units in Kona.

     Taxes  Payable  increased  $4.0  million  from $0.9 million to $4.9 million
primarily  due to receipt of a refund  relating  to prior  period VAT taxes paid
reflected as a reduction in prior year taxes payable,  and increases  associated
with higher revenues and the asset tax discussed  above,  resulting in a current
year net liability.

     Unearned   service   fees   increased   approximately   $5.8  million  from
approximately $2.8 million as of December 31, 2000 to approximately $8.6 million
as of June 30, 2001.  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 remainder of the year.


                                       17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The  Company  generates  cash  for  operations  primarily  from the sale of
Vacation   Interval  weeks,   receipt  of  payments  on  the  Vacation  Interval
receivables, and the receipt of service fees charged to members. With respect to
the sale of Vacation  Interval weeks,  the Company  generates cash from all-cash
sales,  cash down  payments on financed  sales and  collection  of principal and
interest on Vacation Interval  receivables from financed sales. The Company also
generates cash through loans secured by Vacation Interval  receivables.  At June
30, 2001,  the Company had $81.8  million of Vacation  Interval  receivables  of
which approximately $45.8 million were pledged. At such date, approximately: (i)
45.3% of Vacation Interval receivables were U.S. dollar denominated,  (ii) 37.8%
of Vacation  Interval  receivables  were  denominated  in UDI's,  an  obligation
denominated  in pesos which is adjusted  for Mexican  inflation,  (iii) 11.6% of
Vacation  Interval  receivables  were  denominated  in Mexican pesos and 5.3% of
Vacation Interval receivables were Canadian dollar denominated.

     The  Company  intends to pursue a  growth-oriented  strategy.  From time to
time, the Company may acquire, 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  other than
those discussed below.  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.

     The Company has planned 2001 capital  expenditures  of  approximately  $3.6
million.  These  expenditures  include the  development  of sales and  marketing
programs,   MIS/IT,   accounting   software  and  other   office   improvements.
Additionally,  the Company has 2001  planned  expenditures  for the  purchase of
Vacation  Interval  inventory in Palm  Springs,  California,  Whistler,  British
Columbia,  Kona,  Hawaii,  Polo, Nevada and Puerto Mio, Mexico. The expenditures
for  purchases of the Palm  Springs,  Kona,  Polo and Puerto Mio  inventory  are
incurred  only as the  inventory  is  required  when  the  sale  of the  related
timeshare is finalized pursuant to the agreement with the original developer. In
Whistler,  the  expenditures  for  purchases  of  inventory  are incurred in the
ordinary business  operations of the Whiski Jack subsidiary through the purchase
of individual  condominium  units which are resold as timeshare thereby limiting
the  working  capital  requirement   consistent  with  historical  business  and
financial  practices.  The total 2001 planned expenditures for inventory are $18
million.  Also,  the Company  will  expend  approximately  $3.7  million for the
refurbishment of the resort  properties,  substantially all of which is financed
through annual maintenance fees received from owners of Vacation Intervals.

     The future  development  of the Los Cabos  property  will  require  project
financing for the first phase of approximately  $6.5 million before  development
can proceed.  The Company is currently  negotiating for such financing with both
U.S.  and  Mexican  financial  institutions  and other  investors.  However,  no
commitment  has been received  from such  institutions  or investors.  The Cabos
project  is  included  conditionally  in the  Company's  2001  plan,  subject to
obtaining such financing.

     At June 30, 2001, the Company had available inventory of developed Vacation
Interval  weeks of 5,043 weeks for Club Regina in Mexico,  which  includes,  360
weeks at the Westin  Whistler  Hotel and 3,848 weeks  available  from  Cimarron,
Kona,  Polo and Puerto Mio where weeks are  purchased as they are sold.  Lastly,
there are 387 weeks  remaining  at Whiski  Jack in Canada.  Based on  historical
sales levels and planned sales for 2001, the remaining inventory for Club Regina
and Whiski Jack will provide approximately 17 months and 7 months, respectively,
of  inventory  for  sales in 2001.  Also,  at June 30,  2001,  the  Company  had
approximately 1,158 of remaining developed Vacation Interval weeks at Teton Club
joint venture and  anticipates it will sell this remaining  inventory by the end
of 2003.  The Company plans to increase its Vacation  Interval  weeks  inventory
through  development  of additional  properties and making  acquisitions  in the
short term from Puerto Mio, Polo Resorts and Kona Reef Resorts,  developing  its
land in Los Cabos,  and making  acquisitions  in Mexico,  the United  States and
Canada.

     To finance its growth strategy, in addition to accessing its existing lines
of credit,  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 operating and financial restrictions and covenants in our debt
agreements, including our bank credit facilities and the indenture governing the
Senior Notes, may adversely  affect our ability to finance future  operations or
capital needs or to engage in other business  activities.  These debt agreements


                                       18
<PAGE>
include covenants that require us to meet certain financial ratios and financial
tests,  including a minimum capital test, a maximum general  administrative  and
sales  expenses to Vacation  Interval  sales ratio test and a minimum  "Adjusted
Current  Assets" to  "Adjusted  Current  Liabilities"  ratio (as each is defined
therein).  In  addition,  the  debt  agreements  restrict  our  ability  to take
additional  action  without the consent of the lenders such as the incurrence of
additional  debt or the sale of our  interest in the  resorts.  Such  covenants,
required  ratios and tests may require  that we take action to reduce debt or to
act in a manner that delays the  achievement of our business  objectives.  If we
breach any of these  restrictions  or  covenants  or suffer a  material  adverse
change which  restricts  our borrowing  ability  under our credit  facilities we
would be unable  to  borrow  funds  thereunder  without  a  waiver.  A breach or
inability to obtain timely  waivers could cause a default under the Senior Notes
and our other  debt.  Our  indebtedness  could then become  immediately  due and
payable,  in which case we may not have or be able to obtain sufficient funds to
make these accelerated payments, including payments on the notes.

     At June 30, 2001 and December 31, 2000, the Company had  outstanding  $94.5
million of 13% Senior Notes,  $14.1 million and $19.0 million  outstanding under
the FINOVA line of credit that bears interest at 8.75% and 11.4%,  $16.8 million
and $12.7 million  outstanding under the Textron credit line that bears interest
at 9.2% and 11.5%, $2.6 million and $4.8 million  outstanding under the Bancomer
loan that bears  interest at 12%, $4.6 million and $4.1 million  mortgage  notes
payable  that  bears  interest  at an  average  interest  rate of 11.4% for both
periods,  and $3.4  million  and $5.6  million of bank and other debt that bears
interest at an average  interest  rate of 11.8% and 12.6%.  Approximately  $15.6
million,  $9.4  million,  $7.8  million,  $99.7  million,  $2.7 million and $1.0
million of the  outstanding  debt which has stated  repayment  amounts is due in
2001, 2002, 2003, 2004, 2005 and thereafter,  respectively.  In addition to such
debt, the Company has $5.9 million of Pay-in-Kind Preferred Stock outstanding at
June 30, 2001. The Pay-in-Kind  Preferred Stock is redeemable at any time before
December 1, 2004, at which time the redemption is mandatory.  With the exception
of the $6.1 million  semi-annual  interest payments due June 1 and December 1 on
the  Senior  Notes,  interest  is paid  monthly on all debt  obligations  of the
Company.  At June 30,  2001,  the Company had $1.0 million of accrued and unpaid
interest on Senior Notes. As of June 30, 2001, the Company was not in compliance
with the FINOVA loan covenant related to the ratio of administrative,  sales and
marketing  expenses to Vacation  Interval  sales,  "Adjusted  Current Assets" to
"Adjusted Current  Liabilities" ratio (as each is defined in the loan agreement)
and the minimum  capital test  covenant,  but obtained  timely  waivers for such
non-compliance.

     At June 30, 2001,  the Company was, and continues to be, highly  leveraged,
with  substantial  debt service  requirements.  As discussed  above, the Company
incurs significant liquidity needs to fund its semi-annual Senior Notes interest
payments  due June 1 and  December  1. 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 2001. To achieve  profitable  operations,  the Company is principally
dependent on its ability to restructure its Senior Notes with a reduction in the
principal  amount  outstanding  and to attract  new equity or equity  equivalent
capital. 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. The Company expects that it will obtain
sufficient  additional  credit  capacity  or equity  capital or  complete a debt
restructuring, sale of assets or a combination of the foregoing to meet its debt
service  obligations,  including  interest  payments on its Senior Notes through
June 2002. 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 working  capital and short-term  debt service  obligations  unless it
liquidates assets and reduces the size of its operations.

     The  Company's  borrowing  capacities  under the FINOVA and  Textron  notes
receivable  based  credit  facilities  are  $20.0  million  and  $18.0  million,
respectively.  The Company estimates that based on Vacation Interval receivables
not  currently  pledged,  approximately  $0.6 million and $1.3 million under the
FINOVA  and  Textron  lines  of  credit  respectively,  at June 30,  2001,  were
available for borrowing under the credit facilities.  Additionally,  the Company
has available $20.0 million of notes receivable based facility  capacity through
the Cimarron Project  Development,  Management and Sales Agreement.  This credit
facility with Textron can be utilized only in conjunction  with the credit sales
of inventory  acquired through the Cimarron agreement and outstanding loans bear
interest at a  fluctuating  base rate based on Chase  Manhattan  Bank prime rate
(7.0% at June 30, 2001) plus 225 basis points.  Textron will lend 90% on pledged
notes receivable  denominated in United States dollars and held by United States
residents.  Borrowings  can be made under this  facility for 24 months after the
date of the first draw, and the facility matures five years from the date of the
first draw. No advances have been made under the receivables credit facility.


                                       19
<PAGE>
     The Company's  payment of the Senior Notes interest  through June 2002 will
be based on available cash and will require modification to the terms of current
credit  agreements  although the Company is currently working on restructuring a
portion of the  Senior  Notes that  would  reduce  the amount  required  for the
interest  payments.  The  modifications  to its credit  agreements  may  involve
increasing  the allowed  amount of Vacation  Interval  receivables  from Mexican
obligors,  or the portion of collateral  which can be based on Mexican  currency
and expanding the borrowing limit. The Company is currently  evaluating  several
alternatives  for  meeting  this  additional  working  capital  need  and  is in
discussions and negotiations  regarding these  modifications and restructurings.
However,  these  discussions and  negotiations  as well as discussions  with new
financing  sources  have not yet resulted in  commitments  that will satisfy the
Company's working capital needs through June 2002.

     In order to meet  obligations  in the  long-term,  the Company will need to
achieve positive net income by reducing its high leverage  position,  expand and
extend its current  receivables  hypothecation  facilities and execute a capital
restructuring. The Company is pursuing several opportunities that may facilitate
a capital  restructuring.  While the Company  believes it will be able to obtain
additional  financing and execute a capital  restructuring  and has demonstrated
historically  that it has been successful in such efforts to secure financing or
generate  liquidity  necessary to service its high leverage,  should the Company
not  close one or more of these  opportunities  or one or more that may arise in
the  future,  the  Company's  ability to operate  would be  jeopardized.  If the
conditions  described  above  continue  to exist at the time of  release  of its
financial statements for the year that will end December 31, 2001, the Company's
status as a going concern could be jeopardized.



     As part of the Teton Club financing arrangement with FINOVA, the Company is
directly  obligated for 25% of the  construction  loan and receivables  loan not
repaid  by the Teton  Club,  and is also  responsible  for any  working  capital
deficits at the Teton Club.

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

     10.1 -- FINOVA Side Letter No. 5 to Corporate  Guarantee and  Subordination
             Agreement, dated June 7, 2001.

     10.2 -- Textron  Amendment  to Loan and Security  Agreement,  dated June 1,
             2001

     10.3 --  Bancomer  Amendement  Agreement dated June 14, 2001

(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: August 14, 2001                     By:       /S/ George E. Aldrich
                                                 --------------------------
                                                      George E. Aldrich
                                                    Senior Vice President
                                                  - Finance and Accounting
                                                 (Principal Accounting Officer)



                                       22
<PAGE>


                                  EXHIBIT INDEX

Exhibit No.           Description

10.1+-- FINOVA  Side  Letter  No. 5 to  Corporate  Guarantee  and  Subordination
        Agreement, dated June 7, 2001.

10.2+-- Textron Amendment to Loan and Security Agreement, dated June 1, 2001

10.3+-- Bancomer Loan Agreement dated June 14, 2001


+Filed herein


                                       23
<PAGE>