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, 1999

                                       OR

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

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

                        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, 1999, the Registrant had 10,766,300  shares of Common Stock
outstanding and Warrants to purchase  1,869,962  shares of Common Stock at $0.01
per share.


     *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).

                              --------------------
<PAGE>
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<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 March 31, 1999 (Unaudited) ............................................... 3
         Consolidated Statements of Operations and Comprehensive Income
              for the Three Months ended March 31, 1998 and March 31, 1999 (Unaudited) ....................... 4
         Consolidated Statements of Cash Flows
              for the Three Months ended March 31, 1998 and March 31, 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........................................14

PART II. OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS.................................................................................14
     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.........................................................14
     ITEM 3. DEFAULTS UPON SENIOR SECURITIES...................................................................14
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................................14
     ITEM 5. OTHER INFORMATION ................................................................................14
     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................................................14

SIGNATURES.....................................................................................................15

</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,           March 31,
                                                                                               1998                 1999
                                                                                         ----------------     ----------------
<S>                                                                                          <C>                  <C>
Assets
    Cash and cash equivalents ...............................................                $  2,960             $  5,779
    Vacation Interval receivables and other trade receivables, net...........                  51,835               59,424
    Inventories .............................................................                     775                  769
    Refundable Mexican taxes ................................................                   3,488                3,923
    Office furniture and equipment ..........................................                   3,046                3,127
    Land held for vacation ownership development ............................                  22,170               22,353
    Equity investments.......................................................                   2,949                3,554
    Cost of unsold vacation ownership intervals and related club memberships                   27,606               24,629
    Retained interest in hotel cash flows ...................................                   4,000                4,000
    Deferred loan costs, net ................................................                   7,413                7,102
    Goodwill, net  ..........................................................                   1,240                  477
    Prepaid and other assets  ...............................................                   2,185                2,577
                                                                                             --------             --------
Total assets ................................................................                $129,667             $137,714
                                                                                             ========             ========

Liabilities and Shareholders' Investment
Liabilities
    Accounts payable and accrued liabilities  ...............................                $ 11,850             $ 17,714
    Notes payable  ..........................................................                  17,135               16,878
    Senior Notes, due 2004, net of unamortized original issue
       discount of $7,907 and $7,573, respectively ..........................                  92,093               92,427
    Taxes payable  ..........................................................                   1,618                1,369
    Unearned services fees ..................................................                   2,028                5,482
                                                                                             --------             --------
Total liabilities  ..........................................................                 124,724              133,870

Commitments and Contingencies

Shareholders' Investment
    Preferred stock; par value $.001; 5,000,000 shares authorized, shares
       issued and outstanding 37,500 at December 31, 1998
       and March 31, 1999....................................................                       --                   --
    Convertible preferred stock; $100 per share liquidation value;
       20,775 shares issued and outstanding at December 31, 1998
       and March 31, 1999....................................................                   2,078                2,078
    Common stock; par value $.001; 45,000,000 shares authorized, shares
       issued and outstanding 10,766,300 at December 31, 1998
       and March 31, 1999 ...................................................                      11                   11
    Additional paid-in capital ..............................................                   7,371                7,371
    Warrants to purchase 1,869,962 shares of common stock....................                   9,331                9,331
    Accumulated deficit .....................................................                 (13,737)             (14,901)
    Cumulative translation adjustment .......................................                    (111)                 (46)
                                                                                             --------             --------
Total shareholders' investment ..............................................                   4,943                3,844
                                                                                             --------             --------
Total liabilities and shareholders' investment ..............................                $129,667             $137,714
                                                                                             ========             ========

                             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 INCOME
                                           (in thousands except share and per share data)


                                                                                                      (Unaudited)
                                                                                                  Three Months Ended
                                                                                                       March 31,
                                                                                         -------------------------------------
                                                                                               1998                 1999
                                                                                         ----------------    -----------------
<S>                                                                                          <C>                  <C>
Statement of Operations
Revenues
  Vacation Interval sales ......................................................             $ 14,123             $ 17,042
  Rental and service fee income ................................................                2,493                2,495
  Interest income on Vacation Interval receivables .............................                1,564                2,077
  Other income .................................................................                  883                  733
                                                                                             --------             --------
     Total revenues ............................................................               19,063               22,347
Costs and Operating Expenses
  Cost of Vacation Interval sales ..............................................                3,147                4,337
  Provision for doubtful accounts ..............................................                1,224                1,177
  Advertising, sales and marketing .............................................                5,283                7,443
  Maintenance and energy .......................................................                1,789                2,107
  General and administrative ...................................................                2,126                2,928
  Depreciation .................................................................                   80                  224
  Amortization of goodwill .....................................................                   --                1,096
                                                                                             --------             --------
     Total costs and operating expenses ........................................               13,649               19,312
                                                                                             --------             --------
Operating income ...............................................................                5,414                3,035
  Interest expense, net ........................................................                3,622                4,376
  Equity in losses from joint venture ..........................................                   --                   96
  Foreign currency exchange (gains) losses, net ................................                  829                 (529)
                                                                                             --------             --------
Net income (loss) before taxes .................................................                  963                 (908)
  Foreign income and asset taxes ...............................................                  297                  256
                                                                                             --------             --------
Net income (loss) before preferred dividends ...................................                  666               (1,164)
  Preferred stock dividends ....................................................                  155                  207
                                                                                             --------             --------
Net income (loss) available to common shareholders .............................             $    511             $ (1,371)
                                                                                             ========             ========

Income (loss) per share
  Basic ........................................................................             $    .05             $   (.13)
  Diluted ......................................................................                  .04                 (.13)
Weighted average number of common shares:
  Basic ........................................................................             10,701,300           10,766,300
  Diluted ......................................................................             12,668,105           10,766,000

Comprehensive Income
Net income (loss) before preferred stock dividends .............................             $    666             $ (1,164)
Other comprehensive income:                                                               
  Foreign currency translation adjustment ......................................                   --                   65
                                                                                             --------             --------
Comprehensive income (loss) ....................................................             $    666             $ (1,099)
                                                                                             ========             ========


                             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)
                                                                                                  Three Months Ended
                                                                                                       March 31,
                                                                                         -------------------------------------
                                                                                               1998                 1999
                                                                                         ----------------     ----------------
  <S>                                                                                        <C>                  <C>
  Operating activities
     Net income (loss) .........................................................             $    666             $ (1,164)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization ...........................................                  364                1,979
       Provision for doubtful accounts .........................................                1,224                1,177
       Equity in joint venture losses ..........................................                   --                   96
     Changes in other operating assets and liabilities:
       Vacation Interval receivables and other trade receivables ...............               (9,530)              (8,702)
       Inventories .............................................................                  (27)                   6
       Cost of unsold vacation ownership intervals and related club memberships                 4,688                2,953
       Prepaid and other assets ................................................                1,333                 (398)
       Accounts payable and accrued liabilities ................................                1,672                5,538
       Taxes payable/refundable ................................................                  221                 (694)
       Unearned services fees ..................................................                2,554                3,454
                                                                                             --------             --------
  Net cash provided by operating activities.....................................                3,165                4,245

  Investing activities
     Purchase of land and other assets held for vacation ownership development .                 (730)                (885)
     Additions to office furniture and equipment ...............................                 (665)                (265)
                                                                                             --------             --------
  Net cash used in investing activities ........................................               (1,395)              (1,150)

  Financing activities
     Additional bank and other loans ...........................................                   --                2,027
     Repayment of bank and shareholder loans ...................................                   --               (2,333)
                                                                                             --------             --------
  Net cash used in financing activities ........................................                   --                 (306)

  Increase in cash and cash equivalents ........................................                1,769                2,789
  Effect of exchange rate changes on cash ......................................                   --                   30
  Cash and cash equivalents, at beginning of the period ........................                9,005                2,960
                                                                                             --------             --------
  Cash and cash equivalents, at end of the period ..............................             $ 10,775             $  5,779
                                                                                             ========             ========

  Supplemental disclosures of cash flow information
     Cash paid during the period for interest ..................................             $    422             $    366
     Cash paid during the period for income and asset taxes ....................                1,753                  628


                             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, 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 was
segregated into condominium regimes so that the Regina Resorts and Westin Hotels
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  was $1.1  million for the quarter
ended March 31, 1999.

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.

     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 interim periods ended
March 31, 1998 and 1999.



                                       6
<PAGE>

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.

     Certain  items  in the  March  31,  1998  financial  statements  have  been
reclassified to conform with the March 31, 1999 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 as well as
translation  gains and losses are reported in income and expense.  The resulting
net exchange and translation gains (losses) for the three months ended March 31,
1998 and 1999 were  $(829,000)  and  $529,000,  respectively.  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 these periods as follows:

       Exchange rates                       Pesos        US Dollar

       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


     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 $1.3 million in restricted funds at March 31, 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  of $0.5
million and $0.1 million  during the three months ended March 31, 1998 and 1999,
respectively, was capitalized related to these developmental properties.

Earnings (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
months  ended March 31, 1999,  no  conversion  is assumed  during that period as
conversion of the Company's  warrants and stock options would be  anti-dilutive.
Additionally,   the  Preferred  Stock  and   Convertible   Preferred  Stock  are
convertible  only upon the  consummation  of an initial public offering and are,
therefore, not included in weighted average number of common shares.



                                       7
<PAGE>



     The following is a  reconciliation  of the numerator  and  denominator  for
basic and diluted earnings per share (in thousands,  except shares and per share
data):
<TABLE>
<CAPTION>


                                                                                                  Three Months Ended
                                                                                                        March 31,
                                                                                         -------------------------------------
                                                                                               1998                 1999
                                                                                         ----------------     ----------------
<S>                                                                                        <C>                  <C>
Numerator - Basic and Diluted:
    Income (loss) available to common shareholders ..........................              $      511           $   (1,371)
Denominator:
    Basic - weighted average number of common shares ........................              10,701,300           10,766,300
    Adjustments:
       Warrants associated with Senior Notes ................................               1,869,962                   --
       Common stock options .................................................                  97,143                   -- 
                                                                                           ----------           ----------
    Diluted  ................................................................              12,668,405           10,766,300
Earnings (loss) per share
    Basic....................................................................              $      .05           $     (.13)
    Diluted..................................................................              $      .04           $     (.13)
</TABLE>


Proforma Financial Information

     The following  unaudited pro forma  consolidated  results of operations for
the three  months  ended  March 31,  1998  assume  the Whiski  Jack  acquisition
occurred as of January 1, 1998 (in thousands, except per share data):

                                                              Three Months
                                                             Ended March 31,
                                                                  1998
                                                           ------------------
Net revenues ........................................        $   21,536
Net loss ............................................              (168)
Net loss available to common shareholders ...........              (323)
Basic and diluted loss per common share .............             (0.03)


     The pro forma  adjustments  include the  pre-acquisition  results of Whiski
Jack for the period  from  January 1, 1998 to March 31,  1998.  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 each of the periods  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,           March 31,  
                                                                                     1998                 1999
                                                                                 ------------         ------------
     <S>                                                                          <C>                  <C>        
     Vacation Interval receivables ................................               $   53,563           $   57,759 
     Service fee receivables ......................................                    1,047                3,369
     Other trade receivables ......................................                    4,787                5,627
     Less - allowances for uncollectible accounts .................                   (7,562)              (7,331)
                                                                                  ----------           ----------
            Total  ................................................               $   51,835           $   59,424
                                                                                  ==========           ==========
</TABLE>

     Allowances for  uncollectible  accounts  increased by $1,177 for additional
estimated  reserves,  and decreased by $1,408 for  cancellation of contracts and
receivable write-offs during the first three months of 1999.



                                      8
<PAGE>


     The Company  estimates  that at December 31,  1998,  and at March 31, 1999,
approximately  57%  and  53%,  respectively,  of all of  the  Vacation  Interval
receivables were U.S. dollar denominated, 28% and 30%, respectively, of Vacation
Interval  receivables  were  denominated  in UDIs, an obligation  denominated in
pesos  which  is  adjusted  for  Mexican   inflation   ("UDI"),   10%  and  10%,
respectively,  of Vacation  Interval  receivables  were  denominated  in Mexican
pesos,  and 5% and 7%,  respectively,  of  Vacation  Interval  receivables  were
denominated in Canadian dollars.

NOTE 4.  NOTES PAYABLE

     Notes Payable were as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                 December 31,           March 31,  
                                                                                     1998                 1999
                                                                                 ------------         ------------

     <S>                                                                          <C>                  <C>       
     Notes Payable to a Bank ......................................               $      276           $      422
     Cabos West Notes Payable  ....................................                    5,000                4,000
     Credit Agreement Notes .......................................                    9,086                9,657
     Mortgages Payable ............................................                    2,773                2,799
                                                                                  ----------           ----------
                                                                                  $   17,135           $   16,878
                                                                                  ==========           ==========
</TABLE>

     Credit  Agreement  Notes - The  November  1998 FINOVA  Capital  Corporation
("FINOVA")credit  agreement  provides a receivables based credit facility of $20
million.  The Company and FINOVA are also  finalizing  the  non-revolving  $13.5
million  inventory based portion of the facility,  and anticipate its completion
by mid-May 1999.  Together,  the  receivable  and the inventory  portions of the
facility  will  provide  for  an  aggregate  borrowing  limit  of  $32  million.
Furthermore,  it will limit the use of  proceeds to  acquisitions,  development,
working capital,  and repayment of existing  obligations,  and will require 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 March 31,  1999,  was 9.5% per annum.  The
inventory  loan will bear interest at a  fluctuating  base rate plus 225 points.
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
will provide 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 will be based
on formulas  involving  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

     In  July  1997,  Statement  of  Financial  Accounting  Standards  No.  131,
"Disclosures  About  Segments of an  Enterprise  and Related  Information,"  was
issued. SFAS No. 131 requires certain financial and supplementary information to
be disclosed on an annual and interim  basis for each  reportable  segment of an
enterprise.  SFAS No. 131 is effective for fiscal years beginning after December
15, 1997.

     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>

                                                                                               United
                                                                   Mexico        Canada        States         Total
                                                                  --------      --------      --------      --------
<S>                                                               <C>           <C>           <C>           <C>
As of and for the three months ended March 31, 1999:
Revenues from external customers ........................         $ 19,067      $  3,276      $      4      $ 22,347
Operating income (loss) .................................            4,627          (723)         (869)        3,035
Total assets ............................................          123,729        10,392         3,593       137,714
Capital expenditures ....................................              385            65           700         1,150

As of and for the three months ended March 31, 1998:
Revenues from external customers ........................         $ 18,488      $     --      $    575      $ 19,063
Operating income (loss) .................................            5,846            --          (432)        5,414
Total assets ............................................          112,841            --        13,241       126,082
Capital expenditures ....................................            1,275            --           120         1,395
</TABLE>




                                       9
<PAGE>

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


NOTE 6.  SHAREHOLDERS' INVESTMENT

Preferred Stock

     The Class A Preferred Stock (Class A Preferred)  provides for  preferential
annual  dividends at 16.5%.  The dividend rate increases to 20% after August 18,
2002. Cumulative unpaid dividends accrue dividends, on a quarterly basis, at the
rate of 12% per year when the preferred  dividends have been declared and remain
unpaid.  Cumulative unpaid dividends  totaled  approximately $1 million at March
31, 1999. No cash  dividends are required to be paid prior to an initial  public
offering  of the  Company's  common  stock or the sale of the  Company.  Upon an
initial public offering or stock merger by the Company,  the Company may redeem,
based on a formula,  all  cumulative  dividends  in exchange  for either cash or
stock of the Company.

Convertible Preferred Stock

     In connection  with the purchase of Whiski Jack,  the Company issued 20,775
shares of redeemable convertible preferred stock (Convertible Preferred) through
its  wholly  owned  subsidiary,  Raintree  Resorts  International  Canada,  Ltd.
(Raintree Canada).  The preferred shares accrue dividends at the rate of 10% per
annum and cumulative  unpaid dividends  totaled $144,000 at March 31, 1999. As a
condition of the Convertible Preferred, the Company is redeeming the Convertible
Preferred in installments of $0.5 million quarterly beginning April 1, 1999.

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 $6.7 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 22  condominium  units in Whistler,
British  Columbia at an aggregate  purchase  price of $4.2 million.  Deposits of
$0.4 million  have been paid as of March 31,  1999,  with the balance to be paid
during 1999, or thereafter,  based on completion of construction and transfer of
ownership.

NOTE 8. SUBSEQUENT EVENT

     The Teton Club, LLC ("Teton Club"), a joint venture between the Company and
JHSC  Properties,  Inc.,  is in the  process  of  finalizing  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  presale  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 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.
Although  certain  documentation  is still  pending,  the  promissory  notes and
mortgage have been executed and construction commenced in early May 1999.



                                       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 THREE  MONTHS ENDED MARCH 31, 1998 TO THE THREE MONTHS ENDED
MARCH 31, 1999.

     Vacation  Interval sales increased by approximately  $2.9 million or 20.6%,
from  approximately  $14.1  million for the three months ended March 31, 1998 to
approximately  $17.0  million for the three  months  ended March 31,  1999.  The
acquisition  of Whiski  Jack  contributed  approximately  $2.6  million  of this
increase.  In Mexico vacation interval sales increased slightly by approximately
$0.3 million,  or 2.1%,  from  approximately  $14.1 million for the three months
ended March 31, 1998 to  approximately  $14.4 million for the three months ended
March 31, 1999.

     The number of intervals  sold in Mexico  increased from 1,073 for the three
months ended March 31, 1998, to 1,107 for the three months ended March 31, 1999.
The average price per interval sold in Mexico  decreased  $254 per interval,  or
2.0%, from $13,018 for the three months ended March 31, 1998, to $12,764 for the
three months ended March 31, 1999.

     Rental and service fee income increased  marginally to  approximately  $2.5
million for the three  months ended March 31, 1999.  The  acquisition  of Whiski
Jack contributed  approximately $0.5 million. In Mexico,  rental and service fee
income decreased by approximately $0.5 million,  or 25%. The decrease was due in
part to the  rental  of units to  Westin  at an  average  rate  lower  than that
experienced by the Company during the first three months of 1998. The lower rate
resulted  from a one-time fee program at lower rates that was  available  during
the first quarter of 1998 but not available in 1999.

     Interest income on Vacation Interval receivables increased by approximately
$0.5 million,  or 31.2%,  from  approximately  $1.6 million for the three months
ended March 31, 1998, to  approximately  $2.1 million for the three months ended
March 31, 1999.  This increase in interest income is associated with the Mexican
Vacation  Interval  receivables  increasing by  approximately  $7.7 million from
approximately $46.7 million at March 31, 1998, to approximately $54.4 million at
March 31, 1999, or 16.5%,  and additional  interest  income  associated with the
additional  Vacation  Interval  receivables  of  $3.3  million  acquired  in the
acquisition of Whiski Jack.

     Cost of Vacation Interval sales increased by approximately $1.2 million, or
38.7%,  from  approximately  $3.1  million for the three  months ended March 31,
1998, to  approximately  $4.3 million for the three months ended March 31, 1999.
The acquisition of Whiski Jack accounted for approximately  $0.9 million of this
increase.  In Mexico,  cost of vacation  interval sales increased  approximately
$0.3 million,  or 10.0%,  from  approximately  $3.0 million for the three months
ended March 31, 1998, to  approximately  $3.3 million for the three months ended
March 31, 1999.



                                       11
<PAGE>


     Advertising,  sales and  marketing  expense  increased  approximately  $2.1
million,  or 39.6%, from  approximately  $5.3 million for the three months ended
March 31, 1998, to  approximately  $7.4 million for the three months ended March
31, 1999. The acquisition of Whiski Jack contributed  approximately $1.1 million
of this  increase.  In Mexico,  the  advertising,  sales and marketing  expenses
increased approximately $1.0 million, as a result of overall greater selling and
marketing efforts during the first quarter of 1999.

     Maintenance and energy expenses increased  approximately  $0.3 million,  or
16.7%,  from  approximately  $1.8  million for the three  months ended March 31,
1998, to  approximately  $2.1 million for the three months ended March 31, 1999.
The  acquisition of Whiski Jack  increased  maintenance  and energy  expenses by
approximately $0.4 million.

     General and administrative  expenses increased  approximately $0.8 million,
or 38.1%, from  approximately  $2.1 million for the three months ended March 31,
1998, to  approximately  $2.9 million for the three months ended March 31, 1999.
The  acquisition of Whiski Jack increased  general and  administrative  expenses
approximately $0.4 million.  In Mexico, the general and administrative  expenses
increases of  approximately  $0.4 million  related to increases in incentives to
personnel and the costs related to increased financing activity.

     The first quarter 1999  amortization of goodwill relates to the acquisition
of Whiski  Jack.  The goodwill is being  amortized as the units  acquired in the
acquisition are sold.

     Interest  expense was  approximately  $0.8  million more in the first three
months of 1999 as compared to the first three months of 1998 due  primarily to a
higher level of debt  outstanding,  up $15.9  million  between the periods and a
decrease in interest capitalized.

     Foreign currency exchange gains totaled  approximately  $0.5 million during
the first three months of 1999 compared to a loss of approximately  $0.8 million
during  the  first  three  months  of  1998.   The  gain  occurred  due  to  the
strengthening  of the peso  against the U.S.  Dollar from 9.865 at December  31,
1998 to 9.516 at March 31, 1999, a change of 3.5%.  The loss occurred due to the
weakening of the peso against the U.S. Dollar from 8.083 at December 31, 1997 to
8.517 at March 31, 1998, a change of 5.4%. 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  the peso
devaluation.  These inflation  adjustments should offset the long-term effect of
the peso  devaluation  but do not offset the short-term  losses as have occurred
during the first nine months of 1998.  The amount of UDI inflation  adjustments,
which is included under interest  income on vacation  interval  receivables  was
approximately   $0.7  million   during  the  first  three  months  of  1998  and
approximately $0.8 million during the first three months of 1999.

COMPARISONS OF MARCH 31, 1999 BALANCE SHEET AMOUNTS TO DECEMBER 31, 1998 BALANCE
SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately  $7.6  million,  or 14.6% from  approximately  $51.8 million as of
December  31, 1998 to  approximately  $59.4  million as of March 31,  1999.  The
increase was  attributable to the annual service fee billing sent out during the
first quarter and an increase in the level of sales financing.

     Accounts  payable  and accrued  liabilities  increased  approximately  $5.9
million,  or 50.0%, from approximately  $11.8 million as of December 31, 1998 to
approximately $17.7 million as of March 31, 1999. The acquisition of Whiski Jack
resulted in an increase of approximately $1.1 million.  Furthermore, at December
31, 1998,  only one month of Senior Note interest was accrued versus four months
at March 31, 1999, an increase of $4.3 million.

     Unearned service fees increased approximately $3.5 million, or 175.0%, from
approximately $2.0 million as of December 31, 1998 to approximately $5.5 million
as of March 31,  1999.  This  balance  was  higher  at the end of March  1999 as
compared to December  1998 because a majority of the related fees are  typically
invoiced at the  beginning of the year and then earned  during the  remainder of
that year.



                                       12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The  Company  generates  cash  for  operations  primarily  from the sale of
Vacation  Intervals,  receipt of payments on the Vacation Interval  receivables,
and the receipt of service fees charged to members.  With respect to the sale of
Vacation  Intervals,  the Company generates cash from all-cash purchases and the
receipt of down payments on financed Vacation  Intervals.  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, 1999,  the Company has $116.9 million of debt  outstanding,  a
decrease  of $0.3  million  as  compared  to year  end  1999.  Debt  outstanding
consisted  primarily of $100  million of Senior  Notes,  $9.7 million  under the
FINOVA credit facility,  $4.0 million Cabos West note payable,  and $2.8 million
mortgage notes payable to a bank. In addition to such debt, the Company has $2.1
million of redeemable  convertible  preferred stock which the Company will begin
redeeming  in  installments  of  $0.5  million  April  1,  1999,  and  quarterly
thereafter.

     The Company's  borrowing  capacity under the FINOVA credit facility will be
expanded with the  finalization  of the inventory  based  non-revolving  line of
credit.    The   Company    anticipates    finalizing    this   $13.5    million
inventory-financing  portion of the FINOVA  credit  agreement  by mid-May  1999.
This,  along with the  existing  $20 million  accounts  receivable  based credit
facility, will complete the FINOVA credit agreement.

     At March 31, 1999,  the Company had an inventory of 5,377 weekly  intervals
in Mexico and 504 weekly intervals in Canada. Accordingly,  the Company believes
its existing  inventory will provide it with  approximately  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, by purchasing
the Villa Vera, acquiring condominiums in Whistler, British Columbia, developing
the Teton Club joint venture,  developing its land in Los Cabos,  developing its
land in  Cozumel,  and  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 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 March  31,  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 acquisition of existing resort
properties. The Company expects that its credit capacity,  including the planned
inventory  financing portion,  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 through the year 1999.




                                       13
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable


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

     By written consent the Shareholders of Raintree Resorts International, Inc.
(i) elected two directors,  Walker G. Harman and Robert M. Werle, to hold office
until  the next  annual  meeting  of  Shareholders  and until  their  respective
successors  are duly elected and  qualified  and (ii)  ratified the selection of
Arthur  Andersen,  LLP as the Company's  independent  accountants for the fiscal
year ending  December 31,  1999.  No votes were cast against the two matters and
more than 90% of the total outstanding shares were voted in favor.


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




                                       14
<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 10, 1999              By: /s/ George E. Aldrich
                                    --------------------------------------------
                                                 George E. Aldrich
                                  Senior Vice President - Finance and Accounting
                                  (Principal Accounting Officer)









                                       15
<PAGE>


                                  EXHIBIT INDEX


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

     27.1            --     Financial Data Schedule




                                       16
<PAGE>