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

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

                                    FORM 10-Q

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

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

                For the quarterly period ended September 30, 1999

                                       OR

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

                 For the transition period from _____ to _____.

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

                        Commission File Number: 000-24331

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

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

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


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

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


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


     As of September 30, 1999, the  Registrant  had 10,766,300  shares of Common
Stock outstanding and Warrants to purchase 2,369,962 shares of Common Stock.


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

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




                                       1
<PAGE>

<TABLE>
<CAPTION>

              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, 1998 and September 30, 1999 (Unaudited) ...........................................      3
         Consolidated Statements of Operations and Comprehensive Loss
              for the Nine and Three Months ended September 30, 1998 and 1999 (Unaudited) ....................      4
         Consolidated Statements of Cash Flows
              for the Nine Months ended September 30, 1998 and 1999 (Unaudited)...............................      5
         Notes to Consolidated Financial Statements (Unaudited) ..............................................      6

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................................     11

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................................     16

PART II. OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS................................................................................     17
     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................................................     17
     ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................................................     17
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................................     17
     ITEM 5. OTHER INFORMATION ...............................................................................     17
     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................     17

SIGNATURES....................................................................................................     18


</TABLE>










                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                    PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                        RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

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


                                                                                                                (Unaudited)
                                                                                           December 31,         September 30,
                                                                                               1998                 1999
                                                                                          --------------       --------------
<S>                                                                                          <C>                  <C>

Assets
    Cash and cash equivalents ...............................................                $  2,960             $  4,364
    Vacation Interval receivables and other trade receivables, net...........                  51,835               62,427
    Inventories .............................................................                     775                1,040
    Refundable Mexican taxes ................................................                   3,488                4,266
    Office furniture and equipment ..........................................                   3,046                3,535
    Land held for vacation ownership development ............................                  22,170               22,934
    Equity investments.......................................................                   2,949                3,311
    Cost of unsold vacation ownership intervals and related club memberships                   27,606               20,368
    Retained interest in hotel cash flows ...................................                   4,000                4,000
    Deferred loan costs, net ................................................                   7,413                6,854
    Goodwill, net  ..........................................................                   1,240                   --
    Prepaid and other assets  ...............................................                   2,185                3,157
                                                                                             --------             --------
Total assets ................................................................                $129,667             $136,256
                                                                                             ========             ========

Liabilities and Shareholders' Investment
Liabilities
    Accounts payable and accrued liabilities  ...............................                $ 11,850             $ 18,324
    Notes payable  ..........................................................                  17,135               25,762
    Senior Notes, due 2004, net of unamortized original issue
       discount of $7,907 and $6,907 respectively ...........................                  92,093               93,093
    Taxes payable  ..........................................................                   1,618                1,358
    Unearned services fees ..................................................                   2,028                2,538
                                                                                             --------             --------
Total liabilities  ..........................................................                 124,724              141,075

Commitments and Contingencies

Redeemable Preferred Stock
    Par value $.001; 5,000,000 shares authorized, 50,000 shares issued and
       outstanding at September 30, 1999; Aggregate liquidation preference:
       $5,000,000 at September 30, 1999 .....................................                      --                4,910

Shareholders' Investment
    Preferred Stock; par value $.001; 5,000,000 shares authorized,
       37,500 shares issued and outstanding at December 31, 1998.............                      --                   --
    Convertible Preferred Stock; $100 per share liquidation value;
       20,775 and 10,775 shares issued and outstanding at December 31, 1998
       and September 30, 1999, respectively..................................                   2,078                1,078
    Common stock; par value $.001; 45,000,000 shares authorized, shares
       issued and outstanding 10,766,300 at December 31, 1998 and
       September 30, 1999 ...................................................                      11                   11
    Additional paid-in capital ..............................................                   7,371                3,621
    Warrants to purchase, 1,869,962 and 2,369,962 shares of common stock at
       December 31, 1998 and September 30, 1999 .............................                   9,331                9,331
    Accumulated deficit .....................................................                 (13,737)             (23,835)
    Cumulative translation adjustment .......................................                    (111)                  65
                                                                                             --------             --------
Total shareholders' investment (deficit).....................................                   4,943               (9,729)
                                                                                             --------             --------
Total liabilities and shareholders' investment ..............................                $129,667             $136,256
                                                                                             ========             ========




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


                                       3
<PAGE>


<TABLE>
<CAPTION>


                                        RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

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


                                                                      (Unaudited)                       (Unaudited)
                                                                  Nine Months Ended                 Three Months Ended
                                                                     September 30,                     September 30,
                                                            ------------------------------    ------------------------------
                                                                1998              1999            1998              1999
                                                            ------------      ------------    ------------      ------------
<S>                                                           <C>               <C>             <C>               <C>
Statement of Operations
Revenues
   Vacation Interval sales ........................           $ 39,836          $ 48,620        $ 13,324          $ 16,320
   Rental and service fee income ..................              6,783             7,430           2,343             2,408
   Interest income on Vacation Interval receivables              4,125             5,459           1,256             1,744
   Other income ...................................              2,163             1,842             739               460
                                                              --------          --------        --------          --------
     Total revenues ...............................             52,907            63,351          17,662            20,932

Costs and Operating Expenses
   Cost of Vacation Interval sales.................              8,988            13,029           3,137             4,420
   Provision for doubtful accounts ................              3,238             3,759           1,153             1,241
   Advertising, sales and marketing ...............             16,504            22,225           5,932             7,482
   Maintenance and energy .........................              6,114             8,122           2,161             3,191
   General and administrative .....................              7,788             8,570           2,934             2,919
   Depreciation ...................................                333               732             114               266
   Amortization of goodwill .......................                677             1,265             677                --
                                                              --------          --------        --------          --------
     Total costs and operating expenses ...........             43,642            57,702          16,108            19,519
                                                              --------          --------        --------          --------
Operating income ..................................              9,265             5,649           1,554             1,413
   Interest expense, net ..........................             11,042            13,320           3,803             4,597
   Equity in losses on equity investments..........                 24               577              12               385
   Foreign currency exchange (gains)/losses, net...              3,751              (245)          1,824              (443)
                                                              --------          --------        --------          --------
Net loss before taxes .............................             (5,552)           (8,003)         (4,085)           (3,126)
   Foreign income and asset taxes..................                900               935             300               209
                                                              --------          --------        --------          --------
Net loss before preferred dividends ...............             (6,452)           (8,938)         (4,385)           (3,335)
   Preferred stock dividends ......................                464               544             155               143
                                                              --------          --------        --------          --------
Net loss available to common shareholders .........           $ (6,916)         $ (9,482)       $ (4,540)         $ (3,478)
                                                              ========          ========        ========          ========

Net loss per share
    (Basic and Diluted)............................           $   (.64)         $   (.88)       $   (.42)         $   (.32)
Weighted average number of common shares
    (Basic and Diluted)............................             10,749            10,766          10,766            10,766


Comprehensive Loss
Net loss before preferred stock dividends .........           $ (6,452)         $ (8,938)       $ (4,385)         $ (3,335)
Other comprehensive income:
   Foreign currency translation adjustment ........                (25)              176             (25)               (9)
                                                              --------          --------        --------          --------
Comprehensive loss ................................           $ (6,477)         $ (8,762)       $ (4,410)         $ (3,344)
                                                              ========          ========        ========          ========






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




                                       4
<PAGE>


<TABLE>
<CAPTION>

                                        RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (in thousands)
                                                                                                      (Unaudited)
                                                                                                   Nine Months Ended
                                                                                                     September 30,
                                                                                          -----------------------------------
                                                                                               1998                 1999
                                                                                          --------------       --------------
<S>                                                                                          <C>                  <C>
Operating activities
     Net loss ..................................................................             $ (6,452)            $ (8,938)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization ...........................................                3,014                4,003
       Provision for doubtful accounts .........................................                3,238                3,759
       Equity in losses on equity investments ..................................                   24                  577
     Changes in other operating assets and liabilities:
       Vacation Interval receivables and other trade receivables ...............               (9,394)             (14,146)
       Reimbursement receivable from Starwood Lodging Corporation ..............                1,877                   --
       Inventories .............................................................                   19                 (230)
       Cost of unsold vacation ownership intervals and related club memberships                 6,113                7,235
       Prepaid and other assets ................................................               (1,140)              (1,398)
       Accounts payable and accrued liabilities ................................                3,171                6,359
       Taxes payable/refundable ................................................                  671               (1,066)
       Unearned services fees ..................................................                   67                  509
                                                                                             --------             --------
  Net cash provided by (used in) operating activities ..........................                1,208               (3,336)

  Investing activities
     Purchase of vacation ownership business, net of cash acquired .............                 (875)                  --
     Purchase of land and other assets held for vacation ownership development .               (8,202)              (1,702)
     Additions to office furniture and equipment ...............................               (2,035)              (1,142)
                                                                                             --------             --------
  Net cash used in investing activities ........................................              (11,112)              (2,844)

  Financing activities
     Additional bank and other loans ...........................................                6,000               17,995
     Repayment of bank loans ...................................................                 (121)              (9,507)
     Redemption of convertible preferred stock .................................                   --               (1,000)
     Capital contributions .....................................................                  361                   --
                                                                                             --------             --------
  Net cash provided by financing activities ....................................                6,240                7,488

  Increase (Decrease) in cash and cash equivalents .............................               (3,664)               1,308
  Effect of exchange rate changes on cash ......................................                 (472)                  96
  Cash and cash equivalents, at beginning of the period ........................                8,995                2,960
                                                                                             --------             --------
  Cash and cash equivalents, at end of the period ..............................             $  4,859             $  4,364
                                                                                             ========             ========

  Supplemental disclosures of cash flow information
     Cash paid during the period for interest ..................................             $  7,150             $  8,372
     Cash paid during the period for income and asset taxes ....................                  683                2,664

  Non-cash activities
     Dividends paid in-kind upon preferred stock exchange ......................                   --             $  1,160




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




                                        5
<PAGE>




              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                               September 30, 1999


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 (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.

Organizational Structure

     On August 18, 1997,  Raintree Resorts  International,  Inc.  (formerly Club
Regina  Resorts,  Inc.)  purchased  all of the stock of  Desarrollos  Turisticos
Regina S. de R.L. de C.V.  and its  subsidiaries  (the  "Predecessor  Business")
representing  net vacation  ownership  assets of  approximately  $86.8  million.
Concurrent with the purchase, the real property of the Predecessor Business, the
Regina Resorts and Westin Hotels, was segregated such that each would be able to
be owned by separate companies.  The Westin Hotels were then sold by the Company
to an  affiliate of Starwood  Lodging  Trust and  Starwood  Lodging  Corporation
(collectively  "Starwood").  These transactions are referred to as the "Purchase
Transactions." As a result of these Purchase Transactions,  the Company owns and
operates  three luxury  Mexican  vacation  ownership  resorts in Cancun,  Puerto
Vallarta and Cabo San Lucas,  Mexico. The Company's principal operations consist
of (1) acquiring and developing  vacation ownership  resorts,  (2) marketing and
selling  vacation  ownership  intervals  ("Vacation  Intervals"),  (3) providing
consumer  financing  for the  purchase of vacation  ownership  intervals  at its
resorts,  and (4) managing the  operations  of its resorts.  Prior to August 18,
1997 the Company did not have significant operations or revenues.

     On July 24,  1998,  the Company  acquired  the assets and  assumed  certain
liabilities of Whiski Jack Resorts Ltd. ("Whiski Jack") for  approximately  $6.6
million. The acquisition was accounted for as a purchase and,  accordingly,  the
results of  operations  are included in the  financial  statements  only for the
periods  subsequent  to the date of  acquisition.  The  purchase  price has been
allocated to the assets and  liabilities  assumed  based upon the fair values at
the date of  acquisition.  The excess purchase price over the fair values of the
net assets acquired has been recorded as goodwill,  totaling  approximately $4.2
million,  to be  amortized  pro rata as the  individual  weeks  acquired  in the
acquisition are sold. Amortization expense, which has been fully amortized since
June 30, 1999, was $1.3 million for the nine months ended September 30, 1999.

     In  connection  with  the  Purchase  Transactions,   the  Company  borrowed
approximately $83 million and replaced such borrowing with its Senior Notes. The
Company is, and will continue to be, highly  leveraged,  with  substantial  debt
service  requirements.  The Company has incurred  losses since its inception and
expects to incur a net loss for fiscal 1999.  To achieve  profitable  operations
the  Company is  dependent  upon a number of factors,  including  its ability to
increase  its  Vacation  Interval  inventory  on  an  economical  basis  through
development  projects or through the acquisition of existing resort  properties.
The  Company  expects,  although  no  assurance  can be made,  that  its  credit
capacity, and its ability to obtain capital financing,  as well as the Company's
anticipated  results  of  operations,  will be  sufficient  to fund its  capital
requirements during the next twelve months.

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,  1998,  filed by the
Company with the Securities and Exchange Commission.


                                       6
<PAGE>

     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 generally accepted  accounting  principles have been
condensed or omitted.  The Company  believes the  presentation  and  disclosures
herein are  adequate  to make the  information  not  misleading.  The  financial
statements  reflect  all  elimination  entries and normal  adjustments  that are
necessary for a fair  presentation  of the results for the three- and nine-month
periods ended September 30, 1998 and 1999.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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.  As a result,  the Company had a net  exchange  loss for the nine
months ended  September 30, 1998,  of $3.8 million,  and a net exchange gain for
the corresponding nine months in 1999 of $0.3 million.
<TABLE>
<CAPTION>

        Exchange rates                                                                 Pesos         US Dollar
        --------------                                                               ---------       ---------
        <S>                                                                           <C>       <C>    <C>
        December 31, 1997......................................................        8.083    =      $1.00
        March 31, 1998.........................................................        8.517    =      $1.00
        June 30, 1998 .........................................................        9.041    =      $1.00
        September 30, 1998 ....................................................       10.112    =      $1.00
        December 31, 1998......................................................        9.865    =      $1.00
        March 31, 1999.........................................................        9.516    =      $1.00
        June 30, 1999..........................................................        9.488    =      $1.00
        September 30, 1999.....................................................        9.358    =      $1.00

</TABLE>

     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 $1.4 million in restricted funds at September 30,
1999.

Land Held for Vacation Ownership Development

     The Company owns a parcel of  undeveloped  beachfront  property  located in
Cozumel,  Mexico and 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  these   parcels  of  land.   Although   preliminary
architectural and engineering  planning has commenced,  no commitments have been
made regarding these planned expansion projects. While preliminary architectural
and engineering planning continues on the Cabo San Lucas property,  further work
on the Cozumel property will likely occur in late 2000 or later.

     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 $0.7 million and $1.7 million was capitalized
for the three and nine months ended  September  30,  1998,  and $0.2 million and
$0.5 million for the three and nine months ended September 30, 1999.


                                       7
<PAGE>
Loss Per Share

     Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period.  Diluted earnings per share also includes the assumed  conversion of all
securities,  such  as  options,  warrants,   convertible  debt  and  convertible
preferred stock, if dilutive. Since the Company has a net loss for the three and
nine months ended  September  30, 1998 and  September 30, 1999, no conversion is
assumed  during these periods as conversion of the Company's  warrants and stock
options would be anti-dilutive. Additionally, the convertible preferred stock is
convertible  only upon the  consummation  of an initial public  offering and is,
therefore, not included in weighted average number of common shares.

Proforma Financial Information

     The following  unaudited pro forma  consolidated  results of operations for
the nine months and three months ended September 30, 1998 assume the Whiski Jack
acquisition  occurred  as of  January  1, 1998 (in  thousands,  except per share
data):
<TABLE>
<CAPTION>

                                                                        Nine Months            Three Months
                                                                    Ended September 30,      Ended September 30,
                                                                           1998                     1998
                                                                    -------------------      -------------------
    <S>                                                                <C>                      <C>
    Net revenues ........................................              $  58,595                $  21,548
    Net loss ............................................                 (8,474)                  (3,734)
    Net loss available to common shareholders ...........                 (8,938)                  (3,877)
    Basic and diluted loss per common share .............                   (.83)                    (.36)
</TABLE>

     The pro forma  adjustments  include the  pre-acquisition  results of Whiski
Jack for the period from January 1, 1998 to July 24, 1998, the acquisition date.
The  adjustments  include  the  amortization  of  goodwill  generated  from  the
acquisition,  interest  expense on the debt  assumed to be issued to finance the
purchase,  and the  effect of the  acquisition  on income  taxes.  The pro forma
amounts are based upon certain  assumptions and estimates and do not reflect any
benefit from economies  that might have been achieved from combined  operations.
The pro forma results do not  necessarily  represent  results,  which would have
occurred  if the  acquisition  had taken  place at the  beginning  of the period
presented,  nor are they  indicative of the results that will be obtained in the
future.

NOTE 3. VACATION INTERVAL RECEIVABLES AND OTHER TRADE RECEIVABLES

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

<TABLE>
<CAPTION>
                                                                                 December 31,         September 30,
                                                                                     1998                 1999
                                                                                --------------       --------------
     <S>                                                                           <C>                  <C>
     Vacation Interval receivables .......................................         $ 53,563             $ 62,507
     Service fee receivables .............................................            1,047                1,247
     Other trade receivables .............................................            4,787                7,275
     Less - allowances for uncollectible accounts ........................           (7,562)              (8,602)
                                                                                   --------             --------
            Total  .......................................................         $ 51,835             $ 62,427
                                                                                   ========             ========
</TABLE>
     Allowances  for  uncollectible  accounts  increased  by  $3.7  million  for
additional estimated reserves, and decreased by $2.7 million for cancellation of
contracts and receivable write-offs during the first nine months of 1999.

     The Company  estimates that at December 31, 1998 and at September 30, 1999,
approximately  57%  and  51%,  respectively,  of all of  the  Vacation  Interval
receivables were U.S. dollar denominated, 28% and 31%, respectively, of Vacation
Interval  receivables  were  denominated  in UDIs, an obligation  denominated in
pesos which is adjusted for Mexican inflation  ("UDI"),  10% during both periods
of Vacation  Interval  receivables were denominated in Mexican pesos, and 5% and
7%, respectively,  of Vacation Interval receivables were denominated in Canadian
dollars.

                                       8
<PAGE>

NOTE 4. NOTES PAYABLE

Notes Payable were as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                 December 31,         September 30,
                                                                                     1998                 1999
                                                                                --------------       --------------
     <S>                                                                           <C>                  <C>
     Notes Payable to a Bank .............................................         $    276             $    203
     Cabos West Notes Payable  ...........................................            5,000                2,350
     Credit Agreement Notes ..............................................            9,086               19,913
     Mortgages Payable ...................................................            2,773                3,296
                                                                                   --------             --------
                                                                                   $ 17,135             $ 25,762
                                                                                   ========             ========
</TABLE>
     Credit Agreement Notes - The FINOVA Capital  Corporation  ("FINOVA") credit
agreement  provides a  receivables  based  credit  facility of $20 million and a
non-revolving $13.5 million inventory based facility.  Together,  the receivable
and the inventory  portions of the facility  provide for an aggregate  borrowing
limit  of  $32  million  and  limits  the  use  of  proceeds  to   acquisitions,
development,  working  capital,  and  repayment  of  existing  obligations,  and
requires  that the  Company  maintain  certain  minimum  financial  ratios.  The
outstanding loan balance of the receivables based credit facility bears interest
at a fluctuating  base rate plus 175 points,  which at September  30, 1999,  was
10.0% per annum.  The inventory loan bears  interest at a fluctuating  base rate
plus  225  points  which at  September  30,  1999,  was  10.5%  per  annum.  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 it's most  creditworthy  commercial  borrowers.  The inventory  loan
provides for borrowings in two installments that are  collateralized and secured
by  Company-owned  rights  representing  ownership of unsold  weekly  intervals.
Amounts of the two  advances  and the monthly  repayments  are based on formulas
utilizing  the  number of unsold  timeshare  interests,  the  average  number of
timeshare  interests  sold per month and average sales price per interval  sold.
The  inventory  loan will mature on the earlier of April 30, 2001,  or 24 months
from the date of the first advance.

NOTE 5. OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA

     The  Company has only one line of  business,  which  develops,  markets and
operates luxury vacation ownership resorts.  The Company has operations in three
geographic  areas.  The  following  is a  breakdown  of  revenues  and assets by
geographic area (in thousands):
<TABLE>
<CAPTION>
                                                      Three Months                                    Three Months
                                                Ended September 30, 1998                        Ended September 30, 1999
                                      -------------------------------------------     -------------------------------------------
                                        Mexico     Canada      U.S.      Total          Mexico     Canada      U.S.      Total
                                      ---------- ---------- ---------- ----------     ---------- ---------- ---------- ----------
  <S>                                   <C>        <C>        <C>        <C>            <C>        <C>        <C>        <C>
  Revenues from external customers .    $ 15,863   $  1,514   $    285   $ 17,662       $ 16,730   $  4,198   $      4   $ 20,932
  Operating income (loss) ..........       3,292       (817)      (921)     1,554          1,299        548       (434)     1,413
  Capital expenditures .............       7,526         56         29      7,611            720         63          3        786


                                                      Nine Months                                     Nine Months
                                                Ended September 30, 1998                        Ended September 30, 1999
                                      -------------------------------------------     -------------------------------------------
                                        Mexico     Canada      U.S.      Total          Mexico     Canada      U.S.      Total
                                      ---------- ---------- ---------- ----------     ---------- ---------- ---------- ----------

  Revenues from external customers .    $ 49,987   $  1,514   $  1,406   $ 52,907       $ 51,461   $ 11,878   $     12   $ 63,351
  Operating income (loss) ..........      11,649       (817)    (1,567)     9,265          7,217        690     (2,258)     5,649
  Capital expenditures .............       9,951         56        230     10,237          1,683        219      1,138      3,040
  Total assets (at end of period) ..     113,624     11,941      7,344    132,909        121,465     10,719      4,072    136,256
 </TABLE>


Revenues  are  attributed  to  countries  based on the  location of the vacation
ownership resorts.


                                       9
<PAGE>

NOTE 6. SHAREHOLDERS' INVESTMENT

Preferred Stock

     On July 1, 1999,  all 37,500  shares of the Class A Preferred  Stock of the
Company  were  exchanged  for  50,000  shares  of a  new  class  of  Pay-in-Kind
Redeemable  Preferred Stock (Redeemable  Preferred Stock) plus 500,000 five-year
Warrants  to  purchase   the   Company's   common  stock  at  $5.00  per  share.
Additionally,  as of July 1, 1999,  the Class A Preferred  Stock had  cumulative
unpaid  dividends   totaling   approximately   $1.2  million  that  were  deemed
paid-in-kind  as part of the Exchange.  The Redeemable  Preferred Stock requires
that annual  dividends  be paid either in cash  equalling  9% of the  Redeemable
Preferred  Stocks' $100 per share  Liquidation  Preference,  or in an equivalent
number  of shares  of  Redeemable  Preferred  Stock  valued  at the  Liquidation
Preference.  Furthermore,  the Redeemable  Preferred  Stock is redeemable at any
time before December 1, 2004, at which time redemption is mandatory.

Convertible Preferred Stock

     In connection  with the purchase of Whiski Jack,  the Company issued 20,775
shares of redeemable  convertible preferred stock (Convertible  Preferred Stock)
through its wholly owned subsidiary, Raintree Resorts International Canada, Ltd.
(Raintree Canada). As of September 30, 1999, 10,775 shares were outstanding. The
shares  accrue  dividends  at the rate of 10% per  annum and  cumulative  unpaid
dividends  totaled  $0.2 million at  September  30, 1999.  As a condition of the
Convertible Preferred Stock, the Company redeemed 5,000 shares ($0.5 million) on
April 1, 1999 and July 31, 1999,  and subsequent to the end of the quarter ended
September  30, 1999,  $0.5 million on October 31, 1999.  The Company will redeem
$0.5  million on or before  January 31, 2000 and the balance on or before  April
30, 2000.

NOTE 7. CONTINGENCIES AND COMMITMENTS

General

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

Villa Vera Acquisitions

     The Company has executed a letter of intent and has made an advance payment
of $0.5  million to acquire  the land and  facilities  of the Villa Vera Hotel &
Racquet  Club (the  "Villa  Vera") in  Acapulco,  Mexico.  The  purchase  price,
estimated at $7.4 million,  includes the cost of renovation and conversion  that
will enable the Company to use the facilities for its intended purpose.  Closing
of this acquisition is expected in late 1999.

Canadian Condominium Acquisitions

     The Company has  committed  to purchase 19  condominium  units in Whistler,
British  Columbia at an aggregate  purchase  price of $3.7 million.  Deposits of
$0.5  million have been paid as of  September  30, 1999,  with the balance to be
paid during  2000,  or  thereafter,  based on  completion  of  construction  and
transfer of ownership.

NOTE 8. DEVELOPMENT AND CONSTRUCTION

     The Teton Club, LLC ("Teton Club"), a joint venture between the Company and
JHSC  Properties,  Inc.,  finalized  during  July,  1999 the  financing  for the
construction  of the Teton Club's 37 condominium  units.  The financing  between
FINOVA and the Teton Club consists of $33.3 million for construction  financing,
$7.5  million for  pre-sale  working  capital  requirements  and $20 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. As part of the financing arrangement, the Company is
directly  obligated for $8.3 million of the  construction  loan, $1.9 million of
the pre-sale working capital loan and $5 million of the receivables  loan. As of
September 30, 1999, $4.3 million had been drawn on the  construction  portion of
the  financing,  and $1.1 had been drawn on the working  capital  portion of the
financing.


                                       10
<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, 1998,  filed by the Company with the Securities and Exchange
Commission and the financial statements and notes thereto contained herein.


COMPARISONS OF THE NINE MONTHS ENDED SEPTEMBER 30, 1998 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999.

     The  comparisons  of  results   presented  below  include  the  results  of
operations of Whiski Jack,  which was acquired on July 24, 1998.  The variations
noted for Whiski Jack are due to the reporting of post-acquisition  partial-year
results for the period subsequent to the date of acquisition.

     Vacation Interval sales increased by approximately $8.8 million,  or 22.1%,
from approximately $39.8 million for the nine months ended September 30, 1998 to
approximately  $48.6 million for the nine months ended  September 30, 1999.  The
acquisition  of Whiski  Jack  contributed  approximately  $8.5  million  of this
increase.  In Mexico,  Vacation  Interval sales increased by approximately  $0.3
million, or 0.7%.

     The number of intervals  sold in Mexico  increased  from 3,151 for the nine
months ended  September 30, 1998,  to 3,360 for the nine months ended  September
30, 1999.  The average  price per  interval  sold in Mexico  decreased  $307 per
interval, or 2.6%, from $11,785 for the nine months ended September 30, 1998, to
$11,478 for the nine months  ended  September  30,  1999.  The  decreases in the
average  price per  interval  sold is a result of a  decrease  in the  number of
higher priced prime and holiday season  intervals owned by the Company for sale.
In Mexico, substantially all prime season intervals have been sold, and only 33%
of the one-bedroom and 17% of the two-bedroom holiday interval inventory remains
unsold.

     Rental and service fee income  increased  approximately  $0.6  million,  or
9.5%,  from  approximately  $6.8 million for the nine months ended September 30,
1998 to approximately $7.4 million for the nine months ended September 30, 1999.
The acquisition of Whiski Jack  contributed  approximately  $1.4 million of this
increase.  In Mexico,  rental and service fee income  decreased by approximately
$0.8 million,  or 11.4%.  This decrease was due to a higher rate of occupancy by
members  during the first nine months of 1999  compared to the first nine months
of 1998 that resulted in fewer rooms available for rent.

     Interest income on Vacation Interval receivables increased by approximately
$1.4  million,  or 32.3%,  from  approximately  $4.1 million for the nine months
ended  September  30, 1998,  to  approximately  $5.5 million for the nine months
ended  September  30,  1999.  This  increase  in  interest  income is due to the
corresponding   increase  in  the  Mexican  Vacation  Interval   receivables  of
approximately  $7.6 million from  approximately  $50.8  million at September 30,
1998,  to  approximately  $58.4 million at




                                       11
<PAGE>

September 30, 1999, and additional  interest  income of $0.3 million  associated
with the additional Vacation Interval receivables acquired in the acquisition of
Whiski Jack.

     Cost of Vacation Interval sales increased by approximately $4.0 million, or
45.0%, from  approximately  $9.0 million for the nine months ended September 30,
1998, to  approximately  $13.0  million for the nine months ended  September 30,
1999. The acquisition of Whiski Jack accounted for approximately $2.9 million of
this  increase.   In  Mexico,   cost  of  vacation   interval  sales   increased
approximately  $1.1 million,  or 13.6%, from  approximately $8.7 million for the
nine months ended September 30, 1998, to approximately $9.8 million for the nine
months ended  September  30, 1999.  This increase in Mexico was primarily due to
the  Company's  response to market  demand for specific  unit types.  During the
period,  the Company did not at all times  adequately  possess the type of units
for sale that were in demand,  and as a result,  the  Company  packaged  certain
units in order to meet such demand.  This increased the related cost of vacation
interval  sales since the  packaged  units sell at a  comparatively  lower price
resulting in a higher allocated cost.

     Provision for doubtful accounts increased by approximately $0.6 million, or
16.1%, from  approximately  $3.2 million for the nine months ended September 30,
1998,  to  approximately  $3.8 million for the nine months ended  September  30,
1999.  The  Company  computes a  provision  for  doubtful  accounts to achieve a
balance  sheet  reserve  of around 12% of  Vacation  Interval  receivables.  The
Company  believes that this reserve provides  adequate  coverage of default risk
under current market conditions.

     Advertising,  sales and  marketing  expense  increased  approximately  $5.7
million,  or 34.7%, from  approximately  $16.5 million for the nine months ended
September  30, 1998,  to  approximately  $22.2 million for the nine months ended
September 30, 1999.  The  acquisition of Whiski Jack  contributed  approximately
$3.1 million of this increase.  In Mexico, the advertising,  sales and marketing
expenses  increased  approximately  $2.6 million as a result of greater  overall
selling  and  marketing  efforts  during  the first  nine  months  of 1999.  The
increased sales and marketing  efforts are primarily due to the relatively lower
level of availability of higher demand,  and therefore higher priced,  prime and
holiday season interval  inventory as compared to the level of unsold  inventory
represented  by lower demand time periods.  Additionally,  in 1999,  the Company
incurred $0.7 million in costs associated with establishing product branding.

     Maintenance and energy expenses increased  approximately  $2.0 million,  or
32.8%, from  approximately  $6.1 million for the nine months ended September 30,
1998,  to  approximately  $8.1 million for the nine months ended  September  30,
1999. The  acquisition of Whiski Jack increased  maintenance and energy expenses
by  approximately  $1.1  million.  In Mexico,  maintenance  and energy  expenses
increased   approximately   $0.9  million   primarily  due  to  an  increase  of
approximately 5,000 additional members between the two comparable periods.

     General and administrative  expenses increased  approximately $0.8 million,
or 10.0%,  from  approximately  $7.8 million for the nine months ended September
30, 1998, to approximately  $8.6 million for the nine months ended September 30,
1999. This increase resulted from the acquisition of Whiski Jack.

     The first  nine  months of 1999  amortization  of  goodwill  relates to the
goodwill  resulting  from the  acquisition  of  Whiski  Jack,  which  was  fully
amortized as of the second quarter of 1999.

     Interest  expense was  approximately  $2.3  million  more in the first nine
months of 1999 as compared to the first nine months of 1998 due  primarily  to a
higher level of debt  outstanding  between the  periods,  which  increased  from
$105.3  million at September  30, 1998 to $118.9  million at September 30, 1999,
and also due to a decrease in  interest  capitalized  on land held for  vacation
ownership development.

     Foreign currency  exchange gain totaled  approximately  $0.2 million during
the first nine months of 1999 compared to a loss of  approximately  $3.8 million
during the first nine  months of 1998.  The  decrease  in loss  between  periods
occurred due to a stronger  peso against the U.S.  dollar  during the first nine
months of 1999 compared to a weakening peso in the comparable prior year period.
The Company maintains a portfolio of UDI receivables (receivables denominated in
an alternate  Mexican  currency that is adjusted for inflation on a daily basis)
to partially offset periodic peso devaluation. The UDI inflation adjustments are
expected to offset the long-term  effect of peso  devaluation on UDI receivables
but may not  offset  losses  in the  near  term.  The  amount  of UDI  inflation
adjustments,  which is  included  under  interest  income on  vacation  interval
receivables, was approximately $1.3 million during the first nine months of 1998
and approximately $1.4 million during the first nine months of 1999.


                                       12
<PAGE>

COMPARISONS  OF THE THREE  MONTHS ENDED  SEPTEMBER  30, 1998 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1999.

     The  comparisons  of  results   presented  below  include  the  results  of
operations of Whiski Jack,  which was acquired on July 24, 1998.  The variations
noted for Whiski Jack are due to the reporting of post-acquisition  partial-year
results for the period subsequent to the date of acquisition.

     Vacation  Interval sales increased by approximately  $3.0 million or 22.5%,
from  approximately  $13.3 million for the three months ended September 30, 1998
to  approximately  $16.3 million for the three months ended  September 30, 1999.
The  acquisition  of Whiski Jack  contributed  approximately  $2.3  million this
increase.  In Mexico,  vacation  interval sales increased by approximately  $0.7
million, or 5.5%.

     The number of  intervals  sold in Mexico  increased  from 987 for the three
months ended  September 30, 1998, to 1,042 for the three months ended  September
30, 1999.  The average  price per  interval  sold in Mexico  decreased  $392 per
interval,  or 3.2%,  from $12,223 for the three months ended September 30, 1998,
to $11,831 for the three months ended  September 30, 1999. See the discussion of
the decrease in the average price per interval  above in the  comparison for the
nine months.

     Rental and service fee income  increased  approximately  $0.1  million,  or
2.8%, from  approximately  $2.3 million for the three months ended September 30,
1998 to  approximately  $2.4 million for the three months  ended  September  30,
1999. The increase due to the acquisition of Whiski Jack of  approximately  $0.3
million was offset by $0.2 million of decreases in Mexico. See the discussion of
this decrease in Mexico above in the comparison for the nine months.

     Interest income on Vacation Interval receivables increased by approximately
$0.4 million,  or 39.0%,  from  approximately  $1.3 million for the three months
ended  September  30, 1998, to  approximately  $1.7 million for the three months
ended  September 30, 1999.  This increase in interest  income is associated with
the Mexican  Vacation  Interval  receivables  increasing by  approximately  $7.6
million from approximately $50.8 million at September 30, 1998, to approximately
$58.4  million at September 30, 1999,  and  additional  interest  income of $0.1
million associated with the additional Vacation Interval receivables acquired in
the acquisition of Whiski Jack.

     Cost of Vacation Interval sales increased by approximately $1.3 million, or
40.9%, from  approximately $3.1 million for the three months ended September 30,
1998,  to  approximately  $4.4 million for the three months ended  September 30,
1999. The acquisition of Whiski Jack  contributed $0.7 million of this increase.
In Mexico, Cost of Vacation Interval sales increased $0.6 million, or 20.1%. For
additional  detail,  see also the discussion of cost of Vacation  Interval sales
for the nine months ended September 30, 1998 and 1999 above.

     Advertising,  sales and  marketing  expense  increased  approximately  $1.6
million,  or 26.1%, from  approximately  $5.9 million for the three months ended
September  30, 1998,  to  approximately  $7.5 million for the three months ended
September 30, 1999.  The  acquisition of Whiski Jack  contributed  approximately
$0.7 million of this increase.  In Mexico, the advertising,  sales and marketing
expenses  increased  approximately  $1.0 million as a result of greater  overall
selling and marketing  efforts  during the third quarter of 1999.  The increased
sales and marketing  efforts are primarily due to the reduction in  availability
of higher demand prime and holiday season interval inventory.

     Maintenance and energy expenses increased  approximately  $1.0 million,  or
47.7%, from  approximately $2.2 million for the three months ended September 30,
1998,  to  approximately  $3.2 million for the three months ended  September 30,
1999. The  acquisition of Whiski Jack increased  maintenance and energy expenses
by  approximately  $0.2  million.  In Mexico,  maintenance  and energy  expenses
increased  approximately $0.8 million, or 39.7%. For additional detail, see also
the  discussion of cost of maintenance  and energy  expenses for the nine months
ended September 30, 1998 and 1999 above.

     General and  administrative  expenses were  unchanged from prior year third
quarter. The additional general and administrative expenses from the acquisition
of Whiski  Jack of  approximately  $0.2  million  were  offset by  decreases  in
third-party professional services.

    Interest expense was approximately $0.8 million more during the three months
ended  September  30, 1999 as compared to the similar  three  months of 1998 due
primarily to a higher level of debt  outstanding,  up $13.6 million  between the
periods, and due to a marginal decrease in interest capitalized on land held for
vacation ownership development.


                                       13
<PAGE>

     Foreign currency exchange gains totaled  approximately $0.4 million for the
three months ended September 30, 1999,  compared to a loss of approximately $1.8
million during the three months ended  September 30, 1998. The decrease  between
periods  occurred due to the peso  strengthening  against the U.S. dollar during
the third  quarter of 1999  compared  the peso  weakening  against the US dollar
during  the  comparable   prior  year  period.   The  amount  of  UDI  inflation
adjustments,   which  is  included  in  interest  income  on  vacation  interval
receivables, was approximately $0.3 million for the three months ended September
30, 1998 and 1999.


MEXICO'S INFLATION AND CURRENCY CHANGES

     Management  believes that in  interpreting  the  comparisons of operational
results discussed above, two factors are of importance:  currency exchange rates
and  inflation.  Changes in costs  between  prior year and current  year periods
could be the result of  increases  or  decreases  in the peso  exchange  rate or
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the nine months ended  September  30, 1999 weakened when compared to the average
monthly peso  exchange rate for the nine months ended  September  30, 1998.  The
Company  estimates that current  period costs  decreased by  approximately  8-9%
because of  fluctuations in the average peso exchange rate between  periods.  In
addition,  the Company estimates that inflation in Mexico was approximately 15%.
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 SEPTEMBER  30, 1999 BALANCE  SHEET  AMOUNTS TO DECEMBER 31, 1998
BALANCE SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately  $10.6 million from approximately $51.8 million as of December 31,
1998 to  approximately  $62.4 million as of September 30, 1999. The increase was
attributable to an increase in the level of sales  financing with  approximately
800 additional  loans, UDI inflation  adjustments of $1.4 million and the annual
service fee billing issued during the first quarter of 1999.

     Equity  investments  increased $0.4 million from approximately $2.9 million
as of December 31, 1998 to approximately  $3.3 million as of September 30, 1999.
The increase was primarily attributable to the Company's investment in the Teton
Club. The Company and its joint venture partner  contributed cash for operations
prior  to the  Teton  Club  closing  on its  construction  and  working  capital
financing.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  decreased  approximately $7.2 million from approximately $27.6
million as of December 31, 1998 to  approximately  $20.4 million as of September
30, 1999.  The sale of units  reduced  unit  inventory  by  approximately  $10.5
million, which was offset by purchases by Whiski Jack in Canada of approximately
$3.3  million  and  the  remainder  primarily  for  reinstatement  of  inventory
previously sold in Mexico.

     Accounts  payable  and accrued  liabilities  increased  approximately  $6.4
million  from   approximately   $11.9   million  as  of  December  31,  1998  to
approximately  $18.3 million as of September 30, 1999. The variance is caused by
an increase in the refurbishment reserve of $1.0 million, an increase in accrued
interest payable of $3.5 million, and an overall increase in accounts payable.

     Unearned   service   fees   increased   approximately   $0.5  million  from
approximately $2.0 million as of December 31, 1998 to approximately $2.5 million
as of September 30, 1999. This balance was higher at the end of September,  1999
as  compared  to  December,  1998  because a majority  of the  related  fees are
typically  invoiced at the  beginning  of each year and then  earned  during the
remainder of that year.


LIQUIDITY AND CAPITAL RESOURCES

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




                                       14
<PAGE>

principal  and  interest  payments.  Additionally,  the  Company  uses  Vacation
Interval receivables as collateral in order to obtain loans.

     At September 30, 1999, the Company has $118.9 million of debt  outstanding,
an increase of $13.6  million as  compared  to year end 1998.  Debt  outstanding
consisted primarily of $100 million in Senior Notes payable, $19.9 million drawn
on the FINOVA  Accounts  Receivable  credit  facility and Inventory  Loan,  $2.4
million  in a Cabos  West note  payable,  and $3.3  million  in  mortgage  notes
payable.

     The Company's borrowing capacity under the FINOVA credit facility currently
includes a $20 million  accounts  receivable  based credit  facility and a $13.5
million  inventory  based  non-revolving  line of credit;  the  combined  credit
facility provides an aggregate borrowing limit of $32 million.

     Furthermore, the Company is currently finalizing collateral-based borrowing
facilities with two financial institutions totaling approximately $17.0 million.
The underlying  collateral  will include Peso, UDI and U.S.  Dollar  denominated
receivables  due  from  Mexican  citizens  and  not  pledged  under  the  FINOVA
agreement.  The proceeds  will be used to pay the Senior  Notes  interest due on
December 1, 1999, and for other Company purposes.

     At September 30, 1999, the Company had an inventory of approximately  3,800
weeks in Mexico and over 500 weeks in Canada.  The Company believes its existing
inventory will provide it with  approximately  nine months of product  available
for sale under  existing or planned  marketing  programs.  The Company  plans to
increase its Vacation  Interval  inventory  through  development  of  additional
properties and by making acquisitions in the short term, by purchasing the Villa
Vera, by acquiring condominiums in Whistler, British Columbia, and by developing
the Teton Club joint  venture.  In addition,  the Company  plans to add Vacation
Interval  inventory in the long term by developing  its land in Los Cabos and in
Cozumel, and by making acquisitions in Mexico, the United States and Canada.

     To finance its growth,  in addition to  accessing  the lines of credit with
FINOVA, 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  factoring  additional  Vacation  Interval
receivables. The Company is highly leveraged and, under the Indenture, there are
limitations on the Company's  ability to borrow funds and to make certain equity
investments.  Additionally,  the FINOVA credit agreement requires the Company to
maintain  certain   financial   covenants,   including  minimum  equity  levels.
Accordingly, there can be no assurance that the Company will be able to use debt
to  finance  any  expansion  plans  beyond  its  plans to  finance  its  current
commitments.

     At September  30,  1999,  the Company is, and will  continue to be,  highly
leveraged, with substantial debt service requirements.  The Company has incurred
losses since its  inception  and expects to incur a net loss for fiscal 1999. To
achieve profitable operations the Company is dependent upon a number of factors,
including  its  ability  to  increase  its  Vacation  Interval  inventory  on an
economical  basis through  development  projects or through the  acquisition  of
existing resort  properties.  The Company expects,  although no assurance can be
made, that its credit capacity, and its ability to obtain capital financing,  as
well as the Company's  anticipated results of operations,  will be sufficient to
fund its  capital  requirements  and debt  service  obligations  during the next
twelve months.


IMPACT OF YEAR 2000

     In Mexico, the Company uses Resort Computer  Corporation's ("RCC") software
to manage its vacation ownership  operations,  including  marketing  activities,
sales presentations,  contract management,  collections, member reservations and
hotel  operations.  In  contrast  with  traditional  software  run on  mainframe
systems,  the RCC software was  developed in the late 1980's,  and has been Year
2000  compliant  since 1994.  The Company  completed  installing a new financial
system to be used in conjunction with the operating system.  This system is also
Year 2000 compliant.

     In Canada and in the United States,  the Company's  financial and operating
systems are Year 2000 compliant.  Management  believes that after due assessment
under current circumstances, there exists no material risk in this regard.

     Additionally,  the Company has initiated  discussions  with all significant
suppliers including the Westin Hotels in Mexico. No significant Year 2000 issues
have been  identified.  The Company  believes that there are no significant




                                       15
<PAGE>


Year 2000 issues,  which  conclusion is based on a  comprehensive  study of this
issue.  Accordingly,  management has concluded that no significant costs will be
incurred to address the issue.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable



                                       16
<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None

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

     None


ITEM 5. OTHER INFORMATION

     None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

Exhibit No.         Description

     27.1           Financial Data Schedule


(b) Reports on Form 8-K.

     None





                                       17
<PAGE>


                                   SIGNATURES


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


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




Date: November 12, 1999       By:          /s/ GEORGE E. ALDRICH
                                  ----------------------------------------------

                                               George E. Aldrich
                                  Senior Vice President - Finance and Accounting
                                        (Principal Accounting Officer)












                                       18
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.         Description




27.1                Financial Data Schedule