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

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

                                    FORM 10-Q/A

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

          [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........................................................ 13

     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....................................... 18

PART II. OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS................................................................................ 19
     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................................................ 19
     ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................................................. 19
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................. 19
     ITEM 5. OTHER INFORMATION ............................................................................... 19
     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................................................. 19

SIGNATURES.................................................................................................... 20


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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
    Pay-in-Kind preferred stock; par value $.001; 5,000,000 shares authorized,
       52,250 shares issued and outstanding at March 31, 2000; aggregate
       liquidation preference: $5,343 at March 31, 2000 ......................                  5,143                  5,266
    Convertible preferred stock; $100 per share liquidation value;
       5,775 shares issued and outstanding at December 31, 1999 ..............                    811                     --
                                                                                          -----------           ------------
                                                                                                5,954                  5,266

Shareholders' Deficit
    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 ...............................................                  2,003                  1,883
    Warrants to purchase, 2,369,962 shares of common stock at December 31,
       1999 and March 31, 2000 ...............................................                  9,331                  9,331
    Accumulated deficit ......................................................                (26,998)               (27,351)
    Cumulative translation adjustment ........................................                    130                    113
                                                                                          -----------           ------------
Total shareholders' deficit ..................................................                (15,523)               (16,013)
                                                                                          -----------           ------------
Total liabilities and shareholders' deficit ..................................            $   145,871            $   152,745
                                                                                          ===========           ============



             The accompanying notes are an integral part of these financial statements.
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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)                                                    $   (.11)             $   (.04)

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

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.
</TABLE>



                                        4
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<CAPTION>


                               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 ..............................................              1,653                 677
       Amortization of deferred loan costs ........................................                326                 378
       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 .................................................               (378)               (277)
         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 .......................................              4,259               3,137

  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, net of related expenses ....................              2,013               2,648
      Repayment of bank loans .....................................................             (2,333)             (4,229)
      Dividend payments of and redemption of  preferred stock......................                 --                (808)
                                                                                             ----------          ----------
  Net cash used in financing activities ...........................................               (320)             (2,389)

  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)
  Non-cash investing and financing activities
      Stock dividends accrued and accretion of preferred stock ....................                401                 120


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                                 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 is 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  anticipated
capital project financings which have not yet been negotiated.  However,  should
the Company not be able to successfully  negotiate  additional  credit capacity,
there is no  assurance  that the  Company  would be able to meet all of its debt
service  obligations.  The Company  has  historically  incurred  debt and issued
equity  securities to fund negative cash flows from operating  activities and to
make debt payments on previously incurred debt obligations.


Basis of Presentation

     The  information  contained  in the  following  notes  to the  accompanying
consolidated  financial  statements is condensed from that which would appear in
the annual audited financial statements. Accordingly, the consolidated financial
statements   included  herein  should  be  reviewed  in  conjunction   with  the
consolidated  financial  statements  and related notes thereto  contained in the
Form 10-K  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.

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


                                       7
<PAGE>

Loss Per Share

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

     At March 31, 2000, the Company had outstanding 634,000 stock options with a
weighted-average  exercise  price of  $4.22  per  share,  500,000  common  stock
warrants  with an  exercise  price of $5.00 per share and  preferred  stock with
$5,225,000  of  Liquidation   Preference  convertible  upon  redemption  at  the
Company's  option  into  shares  of  common  stock  valued  at  the  Liquidation
Preference.  These  warrants,  common stock options and preferred stock were not
included in diluted  earnings  per share as the  exercise  prices  exceeded  the
estimated fair value of common stock. The Senior Notes warrants were included in
both the computation of basic and diluted earnings per share.


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  receivable
write-offs net of recoveries 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.

                                       8
<PAGE>
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
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,  2002.  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.

                                       9
<PAGE>
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.

                                       9
<PAGE>

     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


                                                                                          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.  REDEEMABLE PREFERRED STOCK

Pay-in-Kind Preferred Stock

     On July 1, 1999,  all 37,500  shares of the Class A Preferred  Stock of the
Company were exchanged for 50,000 shares of a new class of Pay-in-Kind Preferred
Stock  (Pay-in-Kind  Preferred) 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
Pay-in-Kind  Preferred  requires  that annual  dividends  be paid either in cash
equaling  9%  of  the  Pay-in-Kind   Preferreds'  $100  per  share   Liquidation
Preference, or in an equivalent number of shares of Pay-in-Kind Preferred valued
at  the  Liquidation  Preference.  Furthermore,  the  Pay-in-Kind  Preferred  is
redeemable  at any time before  December 1, 2004,  at which time  redemption  is
mandatory.  As of  March  31,  2000  the  cumulative  unpaid  dividends  on  the
Pay-in-Kind Preferred 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

                                       10
<PAGE>
Canada, Ltd. (Raintree Canada). During January and February 2000, all shares had
been  redeemed.  The shares  accrued  dividends at the rate of 10% per annum and
dividends totaling $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.


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

     The Company purchases  Vacation  Intervals from RMP as they are sold by the
Company to Vacation  Interval  purchasers or are acquired for Company  inventory
purposes.  Also,  the Company will  provide  development  management  of project
construction.  The  Company  has  acquired  sales and  administrative  assets of
$590,000 and assumed  payment of unpaid  liabilities of $777,000 with the excess
of the  liabilities  assumed  over the  assets  acquired  to be  recorded  as an
intangible  asset.  Under the  agreement,  the  Company is  required  to pay RMP
$2,346,000,  and will  recorded  this as an accrued  liability and an intangible
asset  (Exclusivity  Agreement).  The Company will repay the RMP  obligation  by
payment of $575 for each  interval it acquires  from RMP or on June 30, 2003 the
unpaid  balance  of the  $2,346,000.  Even if the  Company is unable to sell all
Vacation  Intervals in the first phase by June 30, 2003,  any remaining  balance
will still be due to RMP. The Company will recognize the expense associated with
these  intangible  assets  through  amortization  to cost of sales  equal to the
greater of (1) the aggregate amortization based on equal monthly charges through
June 30, 2003, or (2) the aggregate amortization based on a ratable per Vacation
Interval charge for each of the 4,080 Vacation Intervals to be sold in the first
phase. The Company will recorded the transaction as a purchase.

                                       11
<PAGE>
     Cimarron Resorts consists of approximately 35 acres of land adjacent to two
18-hole golf courses  developed and managed by OB Sports of Seattle,  Washington
and when fully  developed will consist of 242 two-bedroom  condominium  units or
12,342  weekly  intervals.  Forty  of such  units  are  under  development,  and
completed in July 2000. A commitment for a development  loan by Textron has been
received by the project owner for the  development  of the second 40 two-bedroom
units and this  construction  is expected to begin during late 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.  The
agreement  terminates if an option for any succeeding  stage is not selected and
upon the completion of any stage selected but not completed.  The Company placed
Cimarron  Resorts  into its Club  Regina  operations  to be sold as Club  Regina
two-bedroom  inventory,  and for  exchange  purposes  into its planned  Raintree
Vacation Club.



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

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

     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

                                       13
<PAGE>
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  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)%
                                                 ---------         ---------         ---------

Operating income ...................             $  3,035          $  4,342          $  1,307          43.1%
                                                 =========         =========         =========
</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 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.

                                       14
<PAGE>
     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.

                                       15
<PAGE>
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  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  sales and from
receipt of down payments on financed Vacation Interval sales.

     The Company  generates  cash  through  principal  collections  and interest
income from Vacation Interval receivables  financing of Vacation Interval sales.
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% at March 31,  2000 and  December  31,  1999,
respectively.

     At June 30, 2000,  the Company had  outstanding  $100 million of 13% Senior
Notes  due  2004,  $22.1  million  outstanding  under  the  FINOVA  credit  line
("FINOVA"),   which  at  period  end  bears  interest  at  11.5%,  $9.4  million
outstanding under the Textron credit line, which at period end bears interest at
11.5%,  $5.3 million  outstanding  under the Bancomer loan,  which at period end
bears  interest at 12%,  $8.5 million of other debt bearing  interest  averaging
10.5%.

     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

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pledged,  approximately  $8.2 million at March 31, 2000 and $2.0  million,  $1.4
million  and $0.6  million  under  the  Finova  and  Textron  lines  of  credit,
respectively  at June 30, 2000,  were available for borrowing  under the current
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  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  hypothecating  additional  Vacation  Interval
receivables. The Company is highly leveraged and, under the Indenture, there are
limitations  on the  Company's  ability to borrow funds and make certain  equity
investments.  Additionally,  the Company is required under the credit agreements
to maintain  certain  financial  covenants,  including  minimum  equity  levels.
Accordingly, there can be no assurance that the Company will be able to use debt
to  finance  any  expansion  plans  beyond  its  plans to  finance  its  current
commitments.

     At March 31,  2000,  the  Company  had  remaining  developed  inventory  of
vacation interval weeks of 4,271 at Club Regina and 1,083 at Whiski Jack, or 16%
and 11%,  respectively,  of the total weeks available.  Additionally,  under the
Cimarron  agreement  Mexico  will  have  available  two-bedroom  inventory  from
Cimarron  Resorts to sell as Club  Regina  inventory  that will  further  extend
availability  of  inventory at Club  Regina.  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  will satisfy its currently  planned 2000
capital   expenditures  of  approximately   $10.9  million.   The  2000  planned
expenditures include the development activities in Los Cabos and the purchase of
Vacation  Interval  inventory  in  Whistler,  British  Columbia.  The Los  Cabos
development will require project  financing  before  development can proceed and
the  Company  is  negotiating   for  such   financing  with  Mexican   financial
institutions.  However,  no commitment  has been  received  from such  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 is 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  anticipated
capital project financings which have not yet been negotiated.  However,  should
the Company be able to successfully negotiate additional credit capacity,  there
is no  assurance  that the Company  would be able to meet all of its  short-term
debt service obligations.  The Company has historically  incurred debt or issued
equity  securities to

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fund negative cash flows from  operating  activities and to make the payments on
previously incurred debt obligations.

     In the  short-term,  from June 2000 the  Company  is  working  to  increase
liquidity through  hypothecation of its receivables.  The Company anticipates it
will need  approximately $8.5 million in new working capital borrowings over the
next  12  months.  This  will  include  expanding  capacity  under  its  current
facilities and, if necessary,  obtaining credit lines from new sources. Emphasis
will be placed on the level of  hypothecation  of loans from  Mexican  buyers of
Club Regina Vacation Intervals. These receivables are denominated in US dollars,
Mexican  pesos and  Mexican  UDI's.  Currently  the  Company  has a $10  million
receivables  hypothecation  facility with Textron.  The receivable  pool,  which
provides the collateral for the Textron  facility,  is large enough to support a
credit  facility of almost  $20.5  million at a loan value  ratio of 82.5%.  The
company has begun  discussions  with  Textron  regarding  the  expansion of this
credit facility to $15 or $20 million and anticipates  that the facility will be
expanded  prior to the  December  1st,  2000 and June  1st,  2001  Senior  Notes
interest payments.

     On a long-term basis, the Company has debt maturities of $8.2 million, $4.2
million,  $103.0  million  and  $3.1  million  in  2001,  2002,  2003,  2004 and
thereafter,  respectively.  In order to meet  obligations in the long-term,  the
Company will need to achieve  profitable  operations,  reduce its high  leverage
position  and expand its  current  credit  facilities.  Should the  Company  not
achieve one or more of these  requirements the Company's  ability to continue to
operate would be jeopardized.

     The Company is working to reduce its high  leverage  position.  The Company
believes  that there are several  opportunities  that may  facilitate  a capital
restructuring.   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

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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

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                                   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:  October 18, 2000                     By  /s/ GEORGE E. ALDRICH
                                                  George E. Aldrich
                                          Senior Vice President - Finance
                                                 and Accounting
                                          (Principal Accounting Officer)




                                       20
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                                  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



* Previously filed
+ Filed herein

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