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 March 31, 2000

                                       OR

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

             For the transition period from ________ to _________.

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

                        Commission File Number: 000-24331

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

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

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


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

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


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


     As of March 31, 2000, the Registrant had 10,766,300  shares of Common Stock
outstanding and Warrants to purchase  2,369,962  shares of Common Stock.


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

                              --------------------
                                       1
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                               RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                                 TABLE OF CONTENTS



                                                                                                            Page
<S>                                                                                                            <C>

PART I. FINANCIAL INFORMATION

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

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS........................................................ 12

     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


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                                        2
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                                              PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                   RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                            CONSOLIDATED BALANCE SHEETS
                                  (in thousands except share and per share data)
                                                                                                             (Unaudited)
                                                                                       December 31,           March 31,
                                                                                           1999                  2000
                                                                                     ------------------    -----------------
<S>                                                                                       <C>                    <C>

Assets
    Cash and cash equivalents ...............................................             $     8,311            $     8,698
    Vacation Interval receivables and other trade receivables, net...........                  61,232                 70,346
    Inventories .............................................................                     896                    763
    Refundable Mexican taxes ................................................                   4,521                  3,063
    Facilities and office furniture and equipment, net ......................                   5,255                  5,014
    Land held for vacation ownership development ............................                  24,119                 24,338
    Equity investments.......................................................                   3,532                  3,482
    Cost of unsold vacation ownership intervals and related club memberships.                  23,605                 22,721
    Retained interest in hotel cash flows ...................................                   4,000                  4,000
    Deferred loan costs, net ................................................                   7,342                  6,987
    Prepaid and other assets  ...............................................                   3,058                  3,333
                                                                                          -----------            -----------
Total assets ................................................................             $   145,871            $   152,745
                                                                                          ===========            ===========

Liabilities and Shareholders' Investment

Liabilities
    Accounts payable and accrued liabilities  ...............................             $    14,098            $    19,558
    Notes payable  ..........................................................                  44,787                 43,221
    Senior Notes, due 2004, net of unamortized original issue discount of
       $6,574 and $6,240 at December 31, 1999 and March 31, 2000, respectively                 93,426                 93,760
    Taxes payable  ..........................................................                   1,101                    752
    Unearned services fees ..................................................                   2,028                  6,201
                                                                                          ------------           ------------
Total liabilities  ..........................................................                 155,440                163,492

Commitments and Contingencies

Redeemable Preferred Stock
    Par value $.001; 5,000,000 shares authorized, 52,250 shares issued and
       outstanding at March 31, 2000; aggregate liquidation preference:
       $5,225,000 at March 31, 2000 .........................................                   5,143                  5,148

Shareholders' Deficit
    Preferred stock; par value $.001; 5,000,000 shares authorized and none issued                  --                     --
    Convertible preferred stock; $100 per share liquidation value; 5,775 shares
       issued and outstanding at December 31, 1999 ..........................                     578                     --
    Common stock; par value $.001; 45,000,000 shares authorized, 10,766,300 shares
       issued and outstanding at December 31, 1999 and March 31, 2000........                      11                     11
    Additional paid-in capital ..............................................                   3,621                  3,621
    Warrants to purchase, 2,369,962 shares of common stock at December 31, 1999
       and March 31, 2000 ...................................................                   9,331                  9,331
    Accumulated deficit .....................................................                 (28,383)               (28,971)
    Cumulative translation adjustment .......................................                     130                    113
                                                                                          ------------           ------------
Total shareholders' deficit ..................................................                (14,712)               (15,895)
                                                                                          ------------           ------------
Total liabilities and shareholders' deficit .................................             $   145,871            $   152,745
                                                                                          ============           ============



             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)
                                                                                             Three Months Ended
                                                                                                  March 31,

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

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

Statement of Operations
Revenues
   Vacation Interval sales .....................................................          $ 17,042              $ 18,010
   Rental and service fee income ...............................................             2,293                 2,479
   Interest income on Vacation Interval receivables.............................             2,077                 2,263
   Other income ................................................................               869                   680
                                                                                          ---------             ---------
     Total revenues ............................................................            22,281                23,432

Costs and operating expenses
   Cost of Vacation Interval sales..............................................             4,337                 4,218
   Provision for doubtful accounts .............................................             1,177                 1,420
   Advertising, sales and marketing ............................................             7,525                 7,604
   Maintenance and energy ......................................................             2,107                 2,824
   General and administrative ..................................................             2,780                 2,681
   Depreciation ................................................................               224                   343
   Amortization of goodwill ....................................................             1,096                    --
                                                                                          ---------             ---------
     Total costs and operating expenses ........................................            19,246                19,090
                                                                                          ---------             ---------
Operating income ...............................................................             3,035                 4,342
   Interest expense, net .......................................................             4,376                 5,357
   Equity in losses on equity investments.......................................                96                    76
   Foreign currency exchange (gains)/losses, net................................              (529)                 (778)
                                                                                          ---------             ---------
Net loss before taxes ..........................................................              (908)                 (313)
   Foreign income and asset taxes...............................................               256                    40
                                                                                          ---------             ---------
Net loss before preferred dividends ............................................            (1,164)                 (353)
   Preferred stock dividends ...................................................               207                   120
                                                                                          ---------             ---------
Net loss available to common shareholders ......................................          $ (1,371)             $   (473)
                                                                                          =========             =========

Net loss per share (Basic and Diluted)                                                    $   (.13)             $   (.04)

Weighted average number of common shares (Basic and Diluted)                                10,766                10,766

Comprehensive loss
Net loss before preferred stock dividends ......................................          $ (1,164)             $   (353)
Other comprehensive income, net of tax:
   Foreign currency translation adjustment .....................................                65                   (17)
                                                                                          ---------             ---------
Comprehensive loss .............................................................          $ (1,099)             $   (370)
                                                                                          =========             =========



           The accompanying notes are an integral part of these financial statements.
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                                        4
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                               RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (in thousands)

                                                                                                     (Unaudited)
                                                                                                  Three Months Ended
                                                                                                      March 31,
                                                                                         -------------------------------------

                                                                                               1999                2000

                                                                                         -----------------    ----------------
<S>                                                                                          <C>                 <C>

  Operating activities
  Net loss ........................................................................          $  (1,164)          $    (353)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization ..............................................              1,979               1,055
       Provision for doubtful accounts ............................................              1,177               1,420
       Equity in losses on equity investments .....................................                 96                  76
       Changes in other operating assets and liabilities:
         Vacation Interval receivables and other trade receivables ................             (8,702)            (10,429)
         Cost of unsold vacation ownership intervals and related club memberships .              2,953                 890
         Prepaid and other assets .................................................               (392)               (301)
         Accounts payable and accrued liabilities .................................              5,538               5,469
         Taxes payable/refundable .................................................               (694)              1,112
         Unearned services fees....................................................              3,454               4,174
                                                                                             ----------          ----------
  Net cash provided by operating activities .......................................              4,245               3,113

  Investing activities
     Purchase of land and other assets held for vacation ownership development ......             (885)               (246)
     Additions to facilities and office furniture and equipment .....................             (265)               (105)
                                                                                             ----------          ----------
  Net cash used in investing activities .............................................           (1,150)               (351)

  Financing activities
      Additional bank and other loans ...............................................            2,027               2,672
      Repayment of bank loans .......................................................           (2,333)             (4,229)
      Dividend payments of and redemption of  preferred stock........................               --                (808)
                                                                                             ----------          ----------
  Net cash used in financing activities .............................................             (306)             (2,365)

  Increase in cash and cash equivalents .............................................            2,789                 397
  Effect of exchange rate changes on cash ...........................................               30                 (10)
  Cash and cash equivalents, at beginning of the period .............................            2,960               8,311
                                                                                             ----------          ----------
  Cash and cash equivalents, at end of the period ...................................        $   5,779           $   8,698
                                                                                             ==========          ==========

  Supplemental disclosures of cash flow information
      Cash paid during the period for interest ......................................        $     366           $   1,008
      Cash paid (received) during the period for income and asset taxes .............              628                (955)



               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)

                                 March 31, 2000

NOTE 1.  GENERAL INFORMATION

General

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

Liquidity

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

     In  connection  with  the  Purchase  Transactions,   the  Company  borrowed
approximately  $83 million and replaced such borrowing with its Senior Notes. At
March 31, 2000, the Company is, and will continue to be, highly leveraged,  with
substantial debt service  requirements.  A significant  portion of the Company's
assets are pledged  against  existing  borrowings.  The Company has a deficit in
shareholder's  equity,  has incurred  losses since its  inception and expects to
incur a net loss for fiscal 2000. To achieve profitable operations,  the Company
is  dependent on a number of factors,  including  its ability to reduce its debt
service  requirements,  to increase  its  Vacation  Interval  inventory  through
development  projects and through the acquisition of existing resort properties,
and its ability to continually sell Vacation  Intervals on an economical  basis,
taking into account the cost of such intervals and related marketing and selling
expenses.  The Company expects that its existing  credit capacity  combined with
additional  credit  capacity  which  must  be  negotiated  during  2000  will be
sufficient to enable the Company to meet its debt service obligations, including
interest  payments on its Senior Notes  through the first  quarter of 2001.  The
Company  also expects to be able to fund  capital  requirements  from its future
operations and from  anticipated  capital project  financings which have not yet
been negotiated.  However,  should the Company not achieve the anticipated level
of operating results during 2000 or be able to successfully negotiate additional
credit  capacity,  there is no assurance  that the Company would be able to meet
all of its debt service obligations.

Basis of Presentation

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

     The condensed  consolidated  financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations of the Securities
and Exchange  Commission  (the  "SEC").  Pursuant to such  regulations,  certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  have  been  condensed  or  omitted.  The  Company  believes  the
presentation  and  disclosures  herein are adequate to make the  information not
misleading.  The financial statements reflect all elimination entries and normal
adjustments  that are necessary for a fair  presentation  of the results for the
three month periods ended March 31, 1999 and 2000.

                                       6
<PAGE>

Use of Estimates

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

     Certain  items  in the  March  31,  1999  financial  statements  have  been
reclassified to conform to the March 31, 2000 presentation.

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  gain for the three
months  ended March 31,  1999,  of  $529,000,  and a net  exchange  gain for the
corresponding three months in 2000 of $778,000.

              Exchange rates                           Pesos           US Dollar

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

     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 $1.1 million in restricted funds at March 31, 2000.

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.  Further work on the Cozumel
property will not occur prior to 2001 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 $ 0.1 million and $0.2 million was capitalized
during the three months ended March 31, 1999 and 2000, respectively.

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.  Since  the  Company  has a net  losses  for all  periods  reported,  no
conversion is assumed as conversion of the Company's  warrants and stock options
would be anti-dilutive.

                                       7
<PAGE>

Goodwill

     On July 24,  1998,  the Company  acquired  the assets and  assumed  certain
liabilities of Whiski Jack Resorts Ltd. ("Whiski Jack") for  approximately  $6.6
million. The acquisition was accounted for as a purchase and,  accordingly,  the
results of  operations  are included in the  financial  statements  only for the
periods  subsequent  to the date of  acquisition.  The  purchase  price has been
allocated to the assets and  liabilities  assumed  based upon the fair values at
the date of  acquisition.  The excess purchase price over the fair values of the
net assets acquired has been recorded as goodwill,  totaling  approximately $4.5
million,  to be  amortized  pro rata as the  individual  weeks  acquired  in the
acquisition  are sold.  Amortization  expense  was $1.1  million for the quarter
ended March 31, 1999 and was fully amortized by the end of 1999.

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,            March 31,
                                                                               1999                  2000
                                                                         -----------------      ----------------

    <S>                                                                       <C>                   <C>

     Vacation Interval receivables ................................           $ 63,875              $ 68,249
     Other trade receivables ......................................              5,424                10,658
     Less - allowances for uncollectible accounts .................             (8,067)               (8,561)
                                                                              ---------             ---------
            Total  ................................................           $ 61,232              $ 70,346
                                                                              =========             =========
</TABLE>

     Allowances  for  uncollectible  accounts  increased  by  $1.4  million  for
additional estimated reserves, and decreased by $0.9 million for cancellation of
contracts and receivable write-offs during the first three months of 2000.

     The  Company  estimates  that at December  31, 1999 and at March 31,  2000,
approximately  53%  and  52%,  respectively,  of all of  the  Vacation  Interval
receivables were U.S. dollar denominated, 31% and 33%, respectively, of Vacation
Interval  receivables  were  denominated  in UDIs, an obligation  denominated in
pesos which is adjusted for Mexican inflation ("UDI"), 9% during both periods of
Vacation Interval  receivables were denominated in Mexican pesos, and 7% and 6%,
respectively,  of Vacation  Interval  receivables  were  denominated in Canadian
dollars.


NOTE 4.  NOTES PAYABLE

Summary of Notes Payable (in thousands) -
                                              December 31,            March 31,
                                                  1999                   2000
                                        ------------------     -----------------

     Notes Payable to a Bank..........       $       278            $      562
     Cabos West Notes Payable ........             2,350                 2,350
     Credit Agreement Notes and Loans..           38,772                36,129
     Mortgages Payable ................            3,387                 4,180
                                        ------------------     -----------------
                                               $  44,787              $ 43,221
                                        ==================     =================

Notes  Payable to a Bank - The notes  payable to a bank at December 31, 1999 and
March  31,  2000 had  interest  payable  at  8.50%.  The  notes  are due in full
throughout 2000.

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

Credit Agreement Notes - The November 1998, amended credit agreement with FINOVA
Capital Corporation, includes a receivables based credit facility of $20 million
and a $16.5 million  inventory based credit  facility.  The aggregate  borrowing
limit under the credit agreement is $34 million. FINOVA will lend 90% on pledged
notes receivable  denominated in United States dollars and held by United States
or Canadian  residents.  These notes are  assigned to the lender and as payments
are received,  they are applied to this loan. The outstanding  receivables  loan

                                       8
<PAGE>

balance bears interest at a fluctuating  base rate plus 175 basis points,  which
was  10.25%  and 10.5%  per  annum at  December  31,  1999 and  March 31,  2000,
respectively.  The  outstanding  inventory  loan  balance  bears  interest  at a
fluctuating  base rate plus 225 basis  points,  which was  10.75%  and 11.0% per
annum at December 31, 1999 and March 31, 2000, respectively.  Interest under the
notes is due monthly.  The fluctuating base rate is the "Corporate Base" rate of
Citibank,  N.A., New York, which the bank publicly  announces from time to time,
and  is a  rate  charged  by the  bank  to  it's  most  creditworthy  commercial
borrowers.  Also, the agreement requires the Company to maintain certain minimum
financial ratios including a minimum capital  requirement.  The receivables line
of credit  matures 84 months from the date of the last  advance made against it,
and the inventory based credit facility matures on June 30, 2001. As of December
31, 1999 and March 31, 2000, the outstanding  balance of the receivables line of
credit was $9,760,000 and  $9,787,000,  respectively  and of the inventory based
credit facility was $15,159,000 and $14,004,000, respectively.

     The November  1999,  $10 million  receivables  loan  facility  with Textron
Financial  Corporation  ("Textron")  is  collateralized  by the Company's  notes
receivable,  with a limit of up to 30% of those  notes  denominated  in  Mexican
pesos of which Textron will lend 80% on pledged notes, and the remainder in U.S.
dollars on which Textron will lend 85% on pledged notes. The entire  outstanding
loan balance is to be paid in full on or before December 1, 2004. The loan bears
a variable  interest rate of the Chase  Manhattan Bank prime rate plus 200 basis
points that is adjusted on the first day of each month, with an interest rate of
10.5% and 10.75% as of December 31, 1999 and March 31, 2000, respectively. As of
December  31,  1999 and March 31,  2000,  the  outstanding  balance  of the loan
facility was $7,103,000 and $5,902,000, respectively.

     The  November  1999,  $7  million  loan   agreement   with   Bancomer,   is
collateralized  by all of the Company's UDI denominated  notes  receivable.  The
loan  agreement  extends  credit to the Company for a fixed  30-month  term from
November  29, 1999 to May 29,  2000.  Furthermore,  the  agreement  requires the
Company to pay back the principal in UDI's in 30 equal monthly installments plus
accrued interest in the U.S. dollar equivalent amount of approximately  $233,000
beginning on December 29, 1999.  Also, the loan bears simple  interest at a rate
of 12%  per  annum,  and as of  December  31,  1999  and  March  31,  2000,  the
outstanding balance was $6,750,000 and $6,437,000, respectively.

Mortgages  Payable - Mortgages  payable  consist of the  assignment  of specific
Whiski Jack Vacation Interval  receivables to related and third party buyers and
are payable in monthly installments including interest over periods ranging from
twelve months to ten years.  The average  interest rates were 10.7% and 11.0% at
December 31, 1999 and March 31, 2000, respectively.


NOTE 5.  OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA

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

The following table presents segment information (in thousands):
<TABLE>
<CAPTION>


                                                                                          Corporate
                                                        Mexico            Canada          and Other          Total
                                                     -------------     -------------    --------------    ------------
<S>                                                  <C>                <C>              <C>              <C>

As of and for the three months ended March 31,
2000:
Revenues from external customers ................    $   20,687         $   2,678        $     67         $  23,432
Depreciation and amortization....................           938                38              79             1,055
Operating income (loss) .........................         4,832               143            (633)            4,342
Income tax expense...............................            20                20              --                40
Total assets ....................................       133,246            12,542           6,957           152,745
Capital expenditures ............................           286                32              33               351


                                       9


<PAGE>

                                                                                          Corporate
                                                        Mexico            Canada          and Other          Total
                                                     -------------     -------------    --------------    ------------
As of and for the three months ended March 31,
1999:
Revenues from external customers ................    $   19,067         $  3,210         $      4         $  22,281
Depreciation and amortization....................            78            1,122              779             1,979
Operating income (loss) .........................         4,627             (723)            (869)            3,035
Income tax expense...............................           100              156               --               256
Total assets ....................................       123,729           10,392            3,593           137,714
Capital expenditures ............................           385               65              700             1,150
</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  operations and had equity losses of $0.1 million for the three months
ended March 31, 1999 and 2000.


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. As of March
31, 2000 the cummulative unpaid dividends on the Redeemable Preferred Stock were
$117,600.

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 March 31,  2000,  all shares had been  redeemed.  The
shares accrued dividends at the rate of 10% per annum and dividends totaled $0.2
million were paid during 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.

Canadian Condominium Acquisitions

     The Company has  committed  to purchase 9  condominium  units in  Whistler,
British  Columbia at an aggregate  purchase  price of $1.5 million.  Deposits of
$0.2 million  have been paid as of March 31,  2000,  with the balance to be paid
during 2000, or thereafter,  based on completion of construction and transfer of
ownership.

                                       10

<PAGE>

NOTE 8.  DEVELOPMENT AND CONSTRUCTION

     The Teton Club, LLC ("Teton Club"), a joint venture between the Company and
JHSC  Properties,  Inc.,  has  financing  between  FINOVA  and  the  Teton  Club
consisting  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.  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 $8.3 million of the construction loan, $1.9 million of
the  pre-sale  working  capital  loan and $5  million of the  receivables  loan.
Additionally, the Company is responsible for any working capital deficits at the
Teton Club. As of March 31, 2000, $13 million had been drawn on the construction
portion of the financing,  and $3 million had been drawn on the working  capital
portion of the financing.

NOTE 9.  SUBSEQUENT EVENT

     On May 3, 2000, a newly  formed  subsidiary  of the Company  entered into a
Project Development,  Management and Sales Agreement whereby the Company assumes
full  operating  control and  management  of Cimarron  Resorts in Palm  Springs,
California  from the owners,  Royale Mirage  Partners,  L.P.  ("RMP").  Cimarron
Resorts  consists of approximately 37 acres of land adjacent to two 18-hole golf
courses developed and managed by OB Sports of Seattle, Washington and when fully
developed  will consist of 242  two-bedroom  condominium  units or 12,342 weekly
intervals.  Forty  of such  units  are  under  development  and  expected  to be
completed in June 2000.  Pre-sales of the vacation  ownership  intervals for the
Cimarron Resorts commenced in February 2000. A commitment for a development loan
by Textron has been  received by the project  owner for the  development  of the
second 40 two-bedroom  units and this  construction  is expected to begin during
the third  quarter of 2000.  The Company has the option to extend its  agreement
for the next  construction  stage  consisting of 36 units no later than December
31, 2002 and it may thereafter  exercise its option in succeeding  stages of 42,
44 and 40 units on or before March 31,  2004,  June 30, 2005 and  September  30,
2006,  respectively.   Under  the  agreement,  the  Company  purchases  vacation
ownership  intervals  from  RMP as they are sold to  timeshare  purchasers.  The
Company is entitled to all revenues from Cimarron Resorts and is responsible for
all sales and marketing as well  management and customer  services.  The Company
will place Cimarron Resorts into its planned Raintree Vacation Club for exchange
purposes  and  expects  a  portion  of the  resort  to be sold  as  Club  Regina
two-bedroom inventory in Mexico.
                                       11
<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, 1999,  filed by the Company with the Securities and Exchange
Commission and the financial statements and notes thereto contained herein.

COMPARISONS  OF THE THREE  MONTHS ENDED MARCH 31, 1999 TO THE THREE MONTHS ENDED
MARCH 31, 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 United States operations are carried
out through a joint venture  accounted  for on the equity method of  accounting.
The Company's  reportable  segments are based on geographic area. The reportable
segments are managed  separately due to their geographic  location with managers
focused on improving and expanding each segment's  operations.  However resource
allocation is not based on  individual  country  results,  but based on the best
location for future resorts in order to enhance the Company's overall ability to
sell timeshare under a club concept.  Revenues are attributed to countries based
on the  location of the  vacation  ownership  resorts.  The  following  presents
segment data in thousands:
<TABLE>
<CAPTION>


                                                For the Three Months ended March 31,
                      ------------------------------------------------------------------------------------------

                                                       Operating
                            Net                         Income                       Capital
                           Sales           %            (Loss)            %          Expenditures         %
                        -----------    ---------     ------------    -----------    --------------    --------
<S>                       <C>         <C>    <C>      <C>           <C>             <C>               <C>

 2000 -
 Mexico                   $ 20,687        88.3%       $   4,832        111.3%       $    286             81.5%
 Canada                      2,678        11.4%             143          3.3%             32              9.1%
 Corporate and other            67         0.3%            (633)       (14.6)%            33              9.4%
                          --------    ---------       ----------    ------------    --------------    --------
       Total              $ 23,432       100.0%       $   4,342        100.0%       $    351            100.0%
                          ========    =========       ==========    ============    ==============    ========


 1999 -
 Mexico                   $ 19,067        85.6%       $   4,627        152.5%       $    385             33.5%
 Canada                      3,210        14.4%            (723)       (23.8)%            65              5.7%
 Corporate and other             4         0.0%            (869)       (28.7)%           700             60.8%
                          --------    ---------       ----------    ------------    --------------    --------
      Total               $ 22,281       100.0%       $   3,035        100.0%       $  1,150            100.0%
                          ========    =========       ==========    ============    ==============    ========

</TABLE>

                                       12
<PAGE>


     Mexico's  Segment  Results - Comparison of the three months ended March 31,
2000 to the three months ended March 31, 1999. Net sales  increased 1.6 million,
or 8.5%,  and operating  income  increased $0.2 million or 4.4% during the first
quarter 2000.  The  increases in net sales and  operating  income result from an
overall increase in Vacation Interval sales prices and the number of weeks sold.
The average price per week sold increased by $1,060,  or 8.1%, and the number of
weeks sold  increased 29, or 2.6%.  The average price per week sold increased in
response to a price increase beginning the third week of December 1999.

     Canada's  Segment  Results - Comparison of the three months ended March 31,
2000 to the three months ended March 31, 1999. Net sales  decreased $0.5 million
primarily  as the number of weeks sold  decreased  22.7%.  The decrease in weeks
sold is  reflective  of the 22%  decrease in tour flow  primarily at its on-site
sales office and owner  referrals.  However,  operating income increased by $0.9
million  because of the  elimination of goodwill in the first quarter of 2000 as
goodwill was fully amortized by the end of 1999.

     Corporate  and other - Comparison  of the three months ended March 31, 2000
to the three months ended March 31, 1999. The operating  loss consist  primarily
of general and  administrative  costs that are not  allocated  to the  segments.
Also,  the U.S.  joint  venture,  the Teton Club,  is included in the  corporate
operations  and had equity  losses of $0.1  million for the three  months  ended
March  31,  1999 and 2000.  The Teton  Club is  developing  a 37-unit  timeshare
property,  which will be completed in the second half of 2000, at which time the
recording of sales by the Teton Club will commence.

Consolidated Results

     Comparison  of the three  months  ended March 31, 2000 to the three  months
ended March 31, 1999.

     The Company  believes that the following  analysis is helpful to understand
the changes in the activity levels between 1999 and 2000 (in thousands):
<TABLE>
<CAPTION>


                                                                                                     Percentage
                                                                                     Increase         Increase
Three Months Ended March 31,                       1999              2000           (Decrease)       (Decrease)
                                              --------------    -------------     --------------  -----------------
<S>                                              <C>               <C>               <C>              <C>

Revenues:
Vacation Interval sales ............             $ 17,042          $ 18,010          $    968           5.7 %
Interest Income on Vacation Interval
   Receivables, rental and service fee
   Income,  and other income .......                5,239             5,422               183           3.5%
                                                 ---------         ---------         ---------
     Total .........................               22,281            23,432             1,151           5.2 %
                                                 =========         =========         =========
Costs and operating expenses:
Cost of Vacation Interval sales ....                4,337             4,218              (119)         (2.7)%
Provision for doubtful accounts.....                1,177             1,420               243          20.6%
Advertising, sales and marketing....                7,525             7,604                79           1.0%
Maintenance and energy .............                2,107             2,824               717          34.0%
Depreciation and amortization.......                  224               343               119          53.1%
General and administrative..........                2,780             2,681               (99)         (3.6)%
Amortization of goodwill............                1,096                --            (1,096)       (100.0)%
                                                 ---------         ---------         ---------
     Total .........................             $ 19,246          $ 19,090          $   (156)         (0.8)%
                                                 =========         =========         =========
</TABLE>

     Vacation Interval sales increased by approximately  $1.0 million,  or 5.7%,
from  approximately  $17.0  million for the three months ended March 31, 1999 to
approximately  $18.0 million for the three months ended March 31, 2000. Vacation
Interval  sales  increased as the average price per interval sold increased $905
per interval,  or 6.9%,  from $13,100 for the three months ended March 31, 1999,
to $14,005 for the three  months  ended March 31,  2000.  This  increase  was in
response to an  approximate  9% net price  increase in Mexico  beginning  in the
third week of December 1999.

     Cost of Vacation Interval sales decreased by approximately $0.1 million, or
2.7%, from approximately $4.3 million for the three months ended March 31, 1999,
to  approximately  $4.2 million for the three  months ended March 31, 2000.  The
decrease  in cost of sales  results  from the  addition  of lower  average  cost
inventory,  the Villa Vera,  in

                                       13
<PAGE>


Mexico. This addition was the primary factor reducing cost of sales as a percent
of revenue from 25% in the first quarter of 1999 to 23% in the  comparable  2000
period.

     Provision for doubtful accounts increased by approximately $0.2 million, or
20.6%,  from  approximately  $1.2  million for the three  months ended March 31,
1999, to  approximately  $1.4 million for the three months ended March 31, 2000.
This  increase is in response to an increase in customer  financing in the first
quarter of 2000 compared to the prior year first quarter. The Company computes a
provision for doubtful accounts to achieve a balance sheet reserve of around 12%
of  Vacation  Interval  receivables.  The  Company  believes  that this  reserve
provides adequate coverage of default risk under current market conditions.

     Advertising,  sales and  marketing  expense  increased  approximately  $0.1
million,  or 1.0%,  from  approximately  $7.5 million for the three months ended
March 31, 1999, to  approximately  $7.6 million for three months ended March 31,
2000. The Company held costs at levels comparable to the prior year level during
a period when upward  pressure was being  realized from  inflation in Mexico and
the  strengthening  of the  Mexican  peso  to the  U.S.  dollar.  See  "Mexico's
Inflation and Currency Changes" discussed below.

     Maintenance and energy expenses increased  approximately  $0.7 million,  or
34.0%,  from  approximately  $2.1  million for the three  months ended March 31,
1999, to  approximately  $2.8 million for the three months ended March 31, 2000.
The increase in expenses was caused by the impact of inflation and change in the
value  of the  peso  on the  peso  based  operating  expenses  of the  timeshare
properties in Mexico and an overall increase in the number of club members.

     General and administrative  expenses decreased  approximately $0.1 million,
or 3.6%,  from  approximately  $2.8 million for the three months ended March 31,
1999, to  approximately  $2.7 million for the three months ended March 31, 2000.
The Company  held costs at levels  comparable  to the prior year level  during a
period when upward  pressure was being realized from inflation in Mexico and the
strengthening  of the Mexican peso to the U.S. dollar.  See "Mexico's  Inflation
and Currency Changes" discussed below.

     The first three  months of 1999  amortization  of  goodwill  relates to the
goodwill  resulting  from the  acquisition  of  Whiski  Jack,  which  was  fully
amortized during 1999.

     Interest  expense was  approximately  $1.0  million more in the first three
months of 2000 as compared to the first three  months of 1999 due  primarily  to
interest cost  associated  with a higher level of debt  outstanding  between the
periods, which average debt outstanding increased $29.5 million between periods.

     Foreign currency  exchange gain totaled  approximately  $0.8 million during
the first three months of 2000 compared to a gain of approximately  $0.5 million
during the first three months of 1999. The increase in the gain between  periods
occurred due to a stronger peso against the U.S.  dollar during the three months
of 2000 compared to the comparable prior year period.

MEXICO'S INFLATION AND CURRENCY CHANGES

     Management  believes that in  interpreting  the  comparisons of operational
results discussed above, two factors are of importance:  currency exchange rates
and  inflation.  Changes in costs  between  prior year and current  year periods
could be the result of  increases  or  decreases  in the peso  exchange  rate or
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the three months ended March 31, 2000  strengthened when compared to the average
monthly  peso  exchange  rate for the three  months  ended March 31,  1999.  The
Company  estimates that current period costs settled in Mexican pesos  increased
by  approximately  5% because of  fluctuations in the average peso exchange rate
between periods. In addition, the Company estimates that inflation in Mexico was
approximately  11% since March  1999.  Expenditures  in Mexico for  advertising,
sales and marketing,  maintenance and energy, and for general and administrative
expenses are primarily  settled in pesos,  and were  negatively  impacted by the
combined effects of inflation and peso changes.


COMPARISONS OF MARCH 31, 2000 BALANCE SHEET AMOUNTS TO DECEMBER 31, 1999 BALANCE
SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately $9.1 million from  approximately  $61.2 million as of December 31,
1999 to approximately $70.3 million as of March 31, 2000. The

                                       14
<PAGE>

increase was  attributable  to the annual  service fee billing issued during the
first  quarter of 2000 and the  increase  in the level of sales  financing  with
approximately 400 additional loans.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  decreased  approximately $0.8 million from approximately $23.6
million as of December 31, 1999 to  approximately  $22.7 million as of March 31,
2000.  The sale of units reduced unit inventory by  approximately  $4.2 million,
which was offset by  purchases  by Whiski Jack in Canada of  approximately  $2.7
million  and  the  remainder  primarily  for  reinstatement  of  inventory  from
defaulting owners in Mexico.

     Accounts  payable  and accrued  liabilities  increased  approximately  $5.5
million  from   approximately   $14.1   million  as  of  December  31,  1999  to
approximately  $19.6 million as of March 31, 2000.  The variance is caused by an
increase in accrued interest payable of $3.6 million, and an overall increase in
accrued liabilities.

     Unearned   service   fees   increased   approximately   $4.2  million  from
approximately $2.0 million as of December 31, 1999 to approximately $6.2 million
as of March 31,  2000.  This  balance  was  higher  at the end of March  2000 as
compared to December  1999 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  principal
and  interest  payments.   Additionally,  the  Company  uses  Vacation  Interval
receivables as collateral in order to obtain loans.

     The Company generates cash from financing  Vacation Interval sales based on
principal  payments and the interest charged on Vacation  Interval  receivables.
Additionally,  the Company uses Vacation  Interval  receivables as collateral in
order to obtain  loans.  At March 31,  2000,  the Company  had $67.6  million of
Vacation  Interval  receivables  of  which  approximately  (i) 58% of all of the
Vacation Interval  receivables were U.S. or Canadian dollar denominated (ii) 33%
of all Vacation  Interval  receivables  were denominated in UDI's, an obligation
denominated  in pesos which is adjusted for Mexican  inflation,  and (iii) 9% of
all Vacation Interval receivables were denominated in pesos.

     As of March 31, 2000 and  December 31,  1999,  the Company had  outstanding
$100  million  of 13%  Senior  Notes due  2004.  Under the  FINOVA  credit  line
("FINOVA"),  $23.8 million and $24.9 million was  outstanding  with  approximate
interest  rates of 10.8% and  10.6% at March 31,  2000 and  December  31,  1999,
respectively. The Textron credit line had an outstanding balance of $5.9 million
and $7.1 million with  interest  rates of 10.75% and 10.5% at March 31, 2000 and
December 31, 1999, respectively.  The Bancomer loan which bears an interest rate
of 12%, had an outstanding balance of $6.4 million and $6.8 million at March 31,
2000 and December 31, 1999, respectively. Bank debt and other debt which bore an
average  interest  rate of 9.7% had an  outstanding  balance of $2.9 million and
$2.6 million at March 31, 2000 and December  31, 1999,  respectively.  Mortgages
payable  had an  outstanding  balance of $4.2  million  and $3.4  million,  with
interest  rates of 11.0% and 10.7% for March 31,  2000 and  December  31,  1999,
respectively.

     The Company's borrowing capacity under the FINOVA credit facility currently
includes a $20 million  accounts  receivable  based credit  facility and a $16.5
million  inventory  based  non-revolving  line of credit;  the  combined  credit
facility  provides an aggregate  borrowing  limit of $34 million.  The Company's
borrowing capacity under the Textron credit facility is $10 million. The Company
estimates that based on Vacation  Interval  receivables  not currently  pledged,
approximately  $8.2 million at March 31, 2000 was available for borrowing  under
the credit facilities.

     Additionally,  as part of the Teton Club financing arrangement with FINOVA,
the Company is directly  obligated  for $8.3 million of the  construction  loan,
$1.9  million  of the  pre-sale  working  capital  loan and $5.0  million of the
receivables  loan, and is also  responsible for any working capital  deficits at
the Teton Club.

     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

                                       15
<PAGE>

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.

     To finance  its growth  strategy,  in addition  to  accessing  its 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  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 make certain  equity
investments.  Additionally,  the Company is required under the credit agreements
to maintain  certain  financial  covenants,  including  minimum  equity  levels.
Accordingly, there can be no assurance that the Company will be able to use debt
to  finance  any  expansion  plans  beyond  its  plans to  finance  its  current
commitments.

     At March 31, 2000, the Company had an inventory of vacation  interval weeks
of 4,271 in Mexico and 1,083 in Canada.  Accordingly,  the Company  believes its
existing  inventory  will provide it with slightly more than one year 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 making  acquisitions  in the short  term,  including
acquiring  condominiums  in  Whistler,  British  Columbia,  which  includes  the
commitment  to  purchase  9  condominiums  at an  aggregate  purchase  price  of
approximately $1.5 million in the second quarter 2000, developing the Teton Club
joint  venture,  acquiring  intervals  under the Cimarron  project  development,
management and sales agreement, developing its land in Los Cabos, developing its
land in  Cozumel,  and  making  acquisitions  in Mexico,  the United  States and
Canada.

     The Company  believes that its current  financial  position plus borrowings
available under the credit  agreements and  anticipated  results from operations
will satisfy its currently  planned 2000 capital  expenditures of  approximately
$10.9 million. The 2000 planned expenditures include the development  activities
in Los Cabos and the  purchase  of  Vacation  Interval  inventory  in  Whistler,
British  Columbia.  The Los Cabos  development will require  additional  project
financing  and the  Company  is  negotiating  for such  financing  with  Mexican
financial institutions.

     At March  31,  2000,  the  Company  is,  and will  continue  to be,  highly
leveraged, with substantial debt service requirements.  A significant portion of
the Company's assets are pledged against existing borrowings.  The Company has a
shareholder's  deficit,  has incurred  losses since its inception and expects to
incur a net loss for fiscal 2000. To achieve profitable operations,  the Company
is  dependent on a number of factors,  including  its ability to reduce its debt
service  requirements,  to increase  its  Vacation  Interval  inventory  through
development  projects and through the acquisition of existing resort properties,
and its ability to continually sell Vacation  Intervals on an economical  basis,
taking into account the cost of such intervals and related marketing and selling
expenses.  The Company expects that its existing  credit capacity  combined with
additional  credit  capacity  which  must  be  negotiated  during  2000  will be
sufficient to enable the Company to meet its debt service obligations, including
interest  payments on its Senior Notes  through the first  quarter of 2001.  The
Company  also expects to be able to fund  capital  requirements  from its future
operations and from  anticipated  capital project  financings which have not yet
been negotiated.  However,  should the Company not achieve the anticipated level
of operating results during 2000 or be able to successfully negotiate additional
credit  capacity,  there is no assurance  that the Company would be able to meet
all of its debt service obligations.

     The Company is working to increase  liquidity through  hypothecation of its
receivables.  This will include expanding  capacity under its current facilities
and, if  necessary,  obtaining  credit lines from new sources.  Emphasis will be
placed on the level of hypothecation of loans from Mexican buyers of Club Regina
Vacation Intervals. These receivables,  denominated in US dollars, Mexican pesos
and Mexican UDI's,  are good quality and have favorable  credit  characteristics
comparable to our American source receivables.

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not applicable

                                       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

     10.1   --   Letter Agreement to First Amended and Restated Loan
                 and Security Agreement dated April 23, 1999.
     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:  May 12, 2000              By: /s/ George E. Aldrich
                                    --------------------------------------------
                                                 George E. Aldrich
                                  Senior Vice President - Finance and Accounting
                                  (Principal Accounting Officer)




                                       18





<PAGE>


                                  EXHIBIT INDEX


     Exhibit No.            Description
     -----------            -----------------------

     10.1            --     Letter Agreement to First Amended and Restated Loan
                            and Security Agreement dated April 23, 1999.
     27.1            --     Financial Data Schedule


                                       19

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