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, 2002

                                       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, 2002, the  Registrant  had 12,039,807  shares of Common
Stock outstanding and Warrants to purchase 3,096,455 shares of Common Stock.

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

                              --------------------
                                       1
<PAGE>

              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                            Page
<S>                                                                                                           <C>
PART I. FINANCIAL INFORMATION

     ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:
         Consolidated Balance Sheets as of
              December 31, 2001 and March 31, 2002 (Unaudited) ...............................................  3
         Consolidated Statements of Operations and Comprehensive Loss
              for the Three Months ended March 31, 2001 and 2002 (Unaudited) .................................  4
         Consolidated Statements of Cash Flows
              for the Three Months ended March 31, 2001 and 2002 (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....................................... 19

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

</TABLE>

                                       2
<PAGE>


                          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)
<TABLE>
<CAPTION>

                                                                                                   (Unaudited)
                                                                                    December 31,     March 31,
                                                                                       2001           2002
                                                                                    ------------   -----------
<S>                                                                                 <C>            <C>
Assets
    Cash and cash equivalents ....................................................   $   5,527      $   4,040
    Vacation Interval receivables and other trade receivables, net ...............      82,410         84,971
    Inventories ..................................................................       1,048          1,047
    Refundable Mexican taxes .....................................................         264            297
    Facilities, office furniture and equipment, net ..............................       4,361          4,081
    Land held for vacation ownership development .................................      12,695         12,696
    Property held for sale .......................................................          96             96
    Equity investments ...........................................................       2,406          2,529
    Cost of unsold vacation ownership intervals and related club memberships .....       8,534         12,949
    Deferred loan costs, net .....................................................       6,443          6,308
    Exclusivity agreement and other intangibles ..................................       2,409          2,226
    Prepaid and other assets .....................................................       1,843          4,076
                                                                                     ---------      ---------
Total assets .....................................................................   $ 128,036      $ 135,316
                                                                                     =========      =========

Liabilities and Shareholders' Deficit

Liabilities
    Accounts payable .............................................................   $   8,286      $   7,999
      Accrued  interest payable ..................................................       2,199          4,589
      Refurbishment reserve ......................................................       3,719          3,969
      Inventory acquisition liabilities ..........................................       7,222         11,906
      Other accrued liabilities ..................................................       6,287          6,472
    Notes payable ................................................................      49,891         49,189
    Senior Notes, due 2004, net of authorized original issue discount of $3,691
      and $3,375 at December 31, 2001 and March 31, 2002, ........................      90,809         91,125
    Taxes payable ................................................................       4,681          4,790
    Unearned service fees ........................................................       5,140          9,867
                                                                                     ---------      ---------
Total liabilities ................................................................     178,234        189,906

Commitments and Contingencies

Redeemable Preferred Stock
    Redeemable Preferred stock; Par value $.001; 50,000 shares authorized and
      outstanding at December 31, 2001 and March 31, 2002, respectively
      and aggregate liquidation  preference of $6,339 at March 31, 2002 ..........       6,159          6,294

Shareholders' Deficit
    Common stock; par value $.001; 45,000,000 shares authorized, 12,039,807 shares
      issued and outstanding at December 31, 2001 and March 31, 2002 .............          12             12
    Additional paid-in capital ...................................................         994            859
    Warrants to purchase 3,096,455 shares of common stock
      at December 31, 2001 and March 31, 2002 ....................................       9,335          9,335
    Accumulated deficit ..........................................................     (66,486)       (70,873)
    Cumulative translation adjustment ............................................        (212)          (217)
                                                                                     ---------      ---------
Total shareholders' deficit ......................................................     (56,357)       (60,884)
                                                                                     ---------      ---------
Total liabilities and shareholders' deficit ......................................   $ 128,036      $ 135,316
                                                                                     =========      =========
</TABLE>


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

                                       3
<PAGE>



              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                            March 31,
                                                                               -------------------------------------
                                                                                     2001                2002
                                                                               -----------------   -----------------
<S>                                                                                <C>              <C>
 Statement of Operations
 Revenues
    Vacation Interval sales ............................................             $  20,767       $  18,375
    Rental and service fee income ......................................                 3,590           5,034
    Interest income on Vacation Interval receivables....................                 1,956           2,176
    Other income .......................................................                   891             524
                                                                                     ---------       ---------
      Total revenues ...................................................                27,204          26,109
 Costs and Operating Expenses
    Cost of Vacation Interval sales.....................................                 4,979           6,327
    Provision for doubtful accounts ....................................                 1,490           1,586
    Advertising, sales and marketing ...................................                 9,589           8,084
    Maintenance and energy .............................................                 4,136           5,031
    General and administrative .........................................                 2,672           3,422
    Depreciation .......................................................                   388             415
                                                                                     ---------       ---------
      Total costs and operating expenses ...............................                23,254          24,865
                                                                                     ---------       ---------
 Operating income.......................................................                 3,950           1,244
    Interest expense, net ..............................................                 5,132           5,378
    Equity in earnings on equity investments............................                  (495)           (124)
    Foreign currency exchange(gains)/ losses, net.......................                   239            (202)
                                                                                     ---------       ---------
 Net loss before taxes .................................................                  (926)         (3,808)
    Foreign income and asset taxes......................................                   297             579
                                                                                     ---------       ---------
 Net loss before preferred accretion ...................................                (1,223)         (4,387)
    Preferred stock accretion ..........................................                   132             135
                                                                                     ---------       ---------
 Net loss available to common shareholders .............................             $  (1,355)      $  (4,522)
                                                                                     =========       =========

 Net loss per share
     (Basic and Diluted)................................................             $   (0.09)      $   (0.31)

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

 Comprehensive Loss
 Net loss before preferred stock accretion .............................             $  (1,223)      $  (4,387)
 Other comprehensive income:
    Foreign currency translation adjustment ............................                  (153)             (5)
                                                                                     ---------       ---------
 Comprehensive loss ....................................................             $  (1,376)      $  (4,392)
                                                                                     =========       =========

</TABLE>




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

                                       4
<PAGE>


              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                     (Unaudited)
                                                                                                  Three Months Ended
                                                                                                      March 31,
                                                                                         -------------------------------------
                                                                                               2001                2002
                                                                                         -----------------    ----------------
<S>                                                                                         <C>                  <C>
  Operating activities
  Net loss ..........................................................................        $ (1,223)            $ (4,387)
     Adjustments to reconcile net loss to net cash provided by operating activities:
         Depreciation and amortization ..............................................             704                  730
         Amortization of deferred loan costs ........................................             409                  596
         Gain on sale of property ...................................................            (295)                  --
         Provision for doubtful accounts ............................................           1,490                1,586
         Equity in earnings on equity investments ...................................            (495)                (123)
        Changes in other operating assets and liabilities:
         Vacation Interval receivables and other trade receivables ..................          (6,581)              (4,153)
         Cost of unsold vacation ownership intervals and related club memberships ...           3,595               (4,236)
         Prepaid and other assets ...................................................            (634)              (2,233)
         Accounts payable and accrued liabilities ...................................           1,950                8,210
         Taxes payable/refundable ...................................................           5,463                   76
         Unearned services fees......................................................           4,704                4,727
                                                                                             --------             --------
  Net cash provided by operating activities .........................................           9,087                  793

  Investing activities
     Purchase of land and other assets held for vacation ownership development ......            (201)                  (1)
     Additions to facilities, office furniture and equipment ........................            (399)                (135)
     Proceeds from sale of property .................................................             573                   --
                                                                                             --------             --------
  Net cash used in investing activities .............................................             (27)                (136)

  Financing activities
     Additional bank and other loans, net of related expenses........................           9,420                4,408
     Repayment of bank loans.........................................................         (15,473)              (6,549)
     Capital contributions...........................................................              13                   --
                                                                                             --------             --------
  Net cash used in financing activities .............................................          (6,040)              (2,141)

  Increase (decrease) in cash and cash equivalents ..................................           3,020               (1,484)
  Effect of exchange rate changes on cash ...........................................            (131)                  (3)
  Cash and cash equivalents, at beginning of the period .............................           3,373                5,527
                                                                                             --------             --------
  Cash and cash equivalents, at end of the period ...................................        $  6,262             $  4,040
                                                                                             ========             ========

  Supplemental disclosures of cash flow information
     Cash paid during the period for interest .......................................        $  1,291             $  1,825
     Cash received during the period for income and asset taxes .....................            (167)                (320)

  Non-cash financing activities
     Accretion on preferred stock ...................................................             132                  135

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


                                       5
<PAGE>


              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                                 March 31, 2002


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

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  In  connection  with the  Company's
August  1997  purchase  of its  subsidiaries  in Mexico,  the  Company  borrowed
approximately  $83 million and replaced such borrowing with its Senior Notes. At
March 31, 2002, the Company is, and will continue to be, highly leveraged,  with
substantial debt service requirements.  The Company incurs significant liquidity
needs to fund  semi-annual  interest  payments  of $6.1  million  due June 1 and
December 1 on its Senior Notes. A significant portion of the Company's assets is
pledged against existing borrowings. The Company has a shareholders' deficit and
has incurred  losses  since its  inception.  The Company has a revolving  credit
facility of $22.4 million  whose  revolving  credit period  expires May 31, 2002
(see Note 4) and a construction and receivables loan of $20.3 million related to
its Teton Club joint venture that matures on June 29, 2002. As discussed in Note
8, the joint  venture is currently  not in  compliance  with  certain  financial
covenants as of March 31,  2002.  The Company is a co-maker of 25% of this loan.
If this  noncompliance is not cured,  the loan could become  immediately due and
payable.  The Company is in discussion with another lender to replace this joint
venture  loan.  If the loan is not replaced with another loan or the covenant is
not cured or waived,  the loan could be declared  due and  payable,  which could
cause acceleration of the Company's other indebtedness.


     To achieve profitable  operations,  the Company is dependent on a number of
factors,  including  its ability to increase  its  Vacation  Interval  inventory
through  development  projects or through  the  acquisition  of existing  resort
properties,  and to sell Vacation Intervals on an economical basis,  taking into
account the cost of such intervals and related  marketing and selling  expenses,
and to either  attract  new  equity or equity  equivalent  capital  or reduce or
restructure its Senior Notes or a combination of the foregoing.  The Company has
historically  been  successful in obtaining  additional  debt and issuing equity
securities to fund negative cash flows from operating activities and to make the
payments on previously  incurred debt  obligations.  The Company expects that it
will obtain  sufficient  credit  capacity  or equity  capital or complete a debt
restructuring  or  sale  of  assets  or   securitization  of  receivables  or  a
combination  of the  foregoing to meet its debt service  obligations,  including
interest  payments on its Senior Notes through 2002. The Company also expects to
be  able  to  fund  capital   requirements  from  anticipated   capital  project
financings, which have not yet been negotiated.  However, should the Company not
be able to successfully  negotiate  additional credit capacity or securitize its
receivables  or otherwise  reduce,  through  acquisition or  restructuring,  its
Senior Notes,  there is no assurance  that the Company would be able to meet all
of its working  capital and short-term debt service  obligations.  The Company's
payment of the Senior Notes  interest  through 2002 is based on available  cash,
modifying the terms of its current  credit  agreements  and obtaining new credit
capacity.  The  modifications  to its credit  agreements and  negotiation of new
credit capacity may involve  increasing the allowed amount of Vacation  Interval
receivables  from  Mexican  obligors or the portion of  collateral  which can be
based on Mexican currency and expanding the Company's  overall borrowing limits.
The Company is  currently  evaluating  several  alternatives  for  meeting  this
additional working capital need and is in discussions and negotiations regarding
these modifications,  new credit capacities and restructurings.  However,  these
discussions and negotiations as well as discussions  with new financing  sources
have not yet  resulted  in firm  commitments  that will  satisfy  the  Company's
working  capital  needs  through  2002.  In  order  to meet  obligations  in the
long-term,  the Company will need to achieve positive net income by reducing its
high leverage position,  expand and extend its current receivables hypothecation
facilities and execute a capital restructuring.


                                       6
<PAGE>

     The Company  recently  signed a letter of intent with Mego Financial  Corp.
d/b/a Leisure Industries  Corporation  ("Leisure")  pursuant to which, through a
series of  transactions,  the Company  would  ultimately  become a subsidiary of
Leisure.  The first part of the transaction,  which is subject to the successful
completion of an inspection  period,  signing of a definitive  purchase and sale
agreement,  and the appropriate  approval of both companies is anticipated to be
completed by June 2002.  In  connection  therewith,  Leisure  would  provide the
Company  interim  financing  to enable it to meet its $6.1  million  semi-annual
interest  payment  as of June 1,  2002,  and  assist  the  Company in working on
restructuring  a portion  of the  Senior  Notes  that  would  reduce  the amount
required for future interest  payments.  The Company and Leisure are negotiating
in earnest and  working to satisfy  the  conditions  necessary  to complete  the
transactions,  and  although  the Company  believes  that it and Leisure will be
successful in satisfying the conditions and achieving the contemplated  results,
there can be no assurance at this time it will be achieved.

     The Company has  demonstrated  historically  that it has been successful in
such efforts to secure financing or generate liquidity  necessary to service its
high  leverage.  However,  should the  Company  not close the  transaction  with
Leisure or other  opportunities  it is pursuing or one or more that may arise in
the future, the Company's operation could be materially adversely affected.  The
inherent  uncertainty  of the  transactions  the Company is currently  pursuing,
including the transaction with Leisure,  and the conditions required to complete
one or more of these  transactions in order to provide the liquidity required by
the Company,  the current absence of firm commitments for additional  capital or
extensions of revolving  credit lines or joint venture debt that matures in June
2002,  including  the current  noncompliance  with certain  financial  covenants
related to this joint  venture  debt and the possible  acceleration  of this and
other debt, raise substantial doubt about the ability of the Company to continue
as a going concern.

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,  2001,  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 period ended March 31, 2001 and 2002.

Use of Estimates

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


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Fluctuations

     The Company  maintains  its Mexican  accounting  records and  prepares  its
financial  statements for its Mexican subsidiaries in Mexican pesos. The Mexican
pesos are translated to U.S. dollars for financial  reporting purposes using the
U.S.  dollar as the  functional  currency,  and  exchange  gains and  losses are
reported in income and expense.  The net gains and losses are primarily  related
to the increases or declines in the value of the peso to the U.S.  dollar during
such periods.


                                       7
<PAGE>

The following presents the foreign currency exchange gains and loss for
the year 2000, 2001 and 2002 by quarter (in thousands):

     Foreign Currency Exchange Gain/(Loss)      2000       2001        2002
     -------------------------------------    --------   ---------    -------

     First Quarter ..............             $   778    $  (239)     $  202
     Second Quarter..............              (1,774)     1,879
     Third Quarter ..............                 755       (703)
     Fourth Quarter ............                 (884)       442
                                             --------    -------
                                             $ (1,125)   $ 1,379
                                             ========    =======

     The following  table presents the Mexican peso exchange rates as of the end
of each quarter from March 31, 2000 through March 31, 2002:


                                          Pesos = 1.00 US Dollar
                                        ---------------------------
                                         2000        2001      2002
                                         ----       -----      -----
   March 31 .........................    9.233      9.520      9.024
   June 30 ..........................    9.954      9.085
   September 30 .....................    9.429      9.554
   December 31.......................    9.600      9.142


     The Company  considers  demand  accounts and  short-term  investments  with
maturities of three months or less when purchased to be cash  equivalents.  Cash
and cash equivalents include $1.4 million in restricted funds at March 31, 2002.

Land Held for Vacation Ownership Development

     The Company owns a parcel of land adjacent to its Regina Resort  located in
Cabo San Lucas,  Mexico.  The Company  plans to  construct  additional  vacation
ownership facilities on this parcel of land. Although preliminary  architectural
and engineering planning has commenced,  no commitments have been made regarding
this planned expansion project.

     Land held for vacation ownership development includes the cost of land, and
additionally,   development   costs  and  capitalized   interest.   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.

     Interest   related  to   developmental   properties  of  $0.2  million  was
capitalized   during  the  three   months   ended  March  31,   2001.   Interest
capitalization for developmental property was discontinued in October, 2001.

Impairment of Long-Lived Assets and Identifiable Intangibles

     The Company  periodically  evaluates its long-lived assets and identifiable
intangibles for impairment. If upon evaluation the Company's management believes
that  the  cost of one of its  assets  may be  impaired,  the  Company  will (a)
evaluate the extent to which that cost is  recoverable  by comparing  the future
undiscounted  cash  flows  estimated  to be  associated  with that asset to that
asset's  carrying amount and (b) write down that carrying amount to market value
or discounted cash flows value to the extent necessary.

Loss Per Share

     Basic per share results are computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period.  Additionally,  shares  issuable  for  little  or no  consideration  are
considered  common shares and are included in the  computation of basic earnings
per share. At March 31, 2002, the Company had outstanding  2,596,455 warrants to
purchase shares of common stock at a conversion  price of $.01 per share.  Since
the common shares  issuable  under these warrants can be purchased for little or
no cash  consideration and these warrants were fully vested upon issuance,  they
are included in the  computation of basic earnings per share as of the date they
were issued.


                                       8
<PAGE>
     At March 31, 2002, the Company had outstanding 251,000 stock options with a
weighted-average  exercise  price of  $1.01  per  share,  500,000  common  stock
warrants with an exercise  price of $5.00 per share and  preferred  stock with a
$6.3  million of  Liquidation  Preference  convertible  upon  redemption  at the
Company's  option  into  shares  of  common  stock  valued  at  the  Liquidation
Preference.  These  warrants,  common stock options and preferred  stock are not
included in diluted EPS as the exercise  prices exceed the estimated  fair value
of common stock.

Stock Option Plan

     In conjunction with the 2001 canceling of the employee options, the Company
agreed to issue  approximately  1.9 million  options  that do not begin  vesting
until May 1, 2002,  at which time the exercise  price will be  determined as the
greater of $1.00 or the amount to be determined by the Board of Directors, which
is not less than the fair value of the option. These options are not included in
the computation of earnings per share.


NOTE 3.  VACATION INTERVAL RECEIVABLES AND OTHER TRADE RECEIVABLES

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

                                         December 31,     March 31,
                                            2001            2002
                                         ----------      ---------

Vacation Interval receivables .........   $ 84,127        $ 83,792
Other trade receivables ...............      8,209          12,115
Less - allowances for doubtful accounts     (9,926)        (10,936)
                                          --------        --------
       Total ..........................   $ 82,410        $ 84,971
                                          ========        ========

     Allowances  for  uncollectible  accounts  increased  by  $1.6  million  for
additional  estimated  reserves,  and  decreased by $0.6 million for  receivable
write-offs, net of recoveries during the first three months of 2002.

     The  Company  estimates  that at December  31, 2001 and at March 31,  2002,
approximately  50%  and  52%,  respectively,  of all of  the  Vacation  Interval
receivables  were U.S.  dollar  denominated,  34% for both periods,  of Vacation
Interval  receivables  were  denominated  in UDIs, an obligation  denominated in
pesos which is adjusted for Mexican inflation ("UDI"), 10% and 8%, respectively,
of Vacation  Interval  receivables were denominated in Mexican pesos, and 6% for
both  periods of Vacation  Interval  receivables  were  denominated  in Canadian
dollars.


NOTE 4.  NOTES PAYABLE

Summary of Notes Payable (in thousands) -

                                                      December 31,     March 31,
                                                         2001            2002
                                                      -----------     ----------
Credit Agreement Notes and Loans ....................   $40,650         $39,537
Mortgages Payable ...................................     4,495           4,665
Cabos West Notes Payable ............................     2,350           3,333
Notes Payable to Financial Institution and Other Debt     2,396           1,654
                                                        -------         -------

                                                        $49,891         $49,189
                                                        =======         =======


Credit  Agreement  Notes and Loans - The November 1998 amended credit  agreement
with FINOVA Capital  Corporation  (FINOVA)  includes a receivables  based credit
facility of $20.0 million and a $16.5 million  inventory based credit  facility.
The receivables  line of credit advance period ended November 2001.  FINOVA lent
90% on pledged notes receivable denominated in United States dollars and held by
United States,  Canadian and Mexican residents  (Mexican obligors limited to 15%
of total  receivables  pledged).  These notes were assigned to the lender and as
payments  are  received,   they  are  applied  to  this  loan.  The  outstanding
receivables loan balance bears interest at Citibank prime plus 175 basis points,
which  was 6.75% and 6.5% per annum at  December  31,  2001 and March 31,  2002,
respectively.  Effective  April 1, 2002, the outstanding  receivables  loan will
bear interest at Citibank  prime plus 200 basis points,  with the total interest
rate not to fall below 7.5% per annum.  The inventory loan was repaid in full in
March 2001.  Interest under the notes is due monthly.  The fluctuating base rate
is the  "Corporate  Base"  rate


                                       9
<PAGE>
of Citibank,  N.A.,  New York,  which the bank publicly  announces  from time to
time,  and is a rate  charged  by the bank to its most  creditworthy  commercial
borrowers.  As of December 31, 2001 and March 31, 2002, the outstanding  balance
of the  receivables  line  of  credit  was  $11.4  million  and  $10.0  million,
respectively.  Also,  the  agreement  requires  the Company to maintain  certain
minimum financial ratios,  which the Company was in compliance with at March 31,
2002.

     In November 1999, the Company entered into a notes receivable loan facility
with Textron Financial Corporation (Textron) that has a borrowing limit of $22.4
million, as amended. The revolving credit period, including extensions,  expires
on May 31, 2002. Certain of the Company's eligible notes receivable,  as defined
in the  agreement,  collateralize  the loan,  and the loan has  three  borrowing
components.  The first borrowing  component has a $13.0 million  borrowing limit
and is collateralized by up to 60% by number of notes receivable  denominated in
Mexican  pesos or UDI's and the  remainder  in U.S.  dollars.  The amount of UDI
denominated  receivable pledged is further limited to supporting $3.0 million of
the outstanding  loan principal  balance.  Textron will lend 85%, 80% and 50% on
pledged  U.S.  dollar,  Mexican  peso  and  UDI  denominated  notes  receivable,
respectively.  The second borrowing component has a $5.0 million borrowing limit
and is collateralized by up to 60% by number of notes receivables denominated in
Mexican pesos and the remainder in U.S. dollars.  Textron will lend up to 80% on
these pledged notes. The third borrowing  component has a $4.4 million borrowing
limit  relating to sales of Kona Reef inventory and is  collateralized  by up to
60% by number of notes receivable  denominated in Mexican pesos or UDI's and the
remainder  in U.S.  dollars.  Textron will lend 85%, 80% and 50% on pledged U.S.
dollar, Mexican peso and UDI denominated notes receivable,  respectively.  These
notes are assigned to the lender and as payments  are received  they are applied
to this  loan.  The  agreement  limits the use of  proceeds  to payment of debt,
sales, marketing, working capital, project development and administrative costs,
and for future  expansion of  timeshare  development.  Additionally,  the entire
outstanding  loan balance is to be paid in full on or before  December 31, 2005.
The  outstanding  loans bear  interest at a  fluctuating  base rate based on the
Chase  Manhattan Bank prime rate plus 200 basis points for the $13.0 million and
the  $4.4  million  and 275  basis  points  for  the  $5.0  million  components,
respectively,  that is adjusted on the first day of each month with the interest
due monthly. As of December 31, 2001 and March 31, 2002, the outstanding balance
under the $13.0 million portion of the loan facility was $11.7 million and $10.4
million,  with an interest  rate on the  outstanding  balance of 7.0% and 6.75%,
respectively.  Draws on the $5.0 million  portion of the loan facility  began in
2001,  with an  outstanding  loan balance of $4.5 million and $4.0 million as of
December 31, 2001 and March 31, 2002,  respectively and an interest rate of 7.75
% and 7.5%, respectively.  Draws under the $4.4 million portion of loan facility
began in October 2001, with an outstanding loan balance of $1.9 million and $2.9
million  and an interest  rate of 7.0% and 6.75% at December  31, 2001 and March
31, 2002, respectively.

     Additionally,  the Company has available $20.0 million of notes  receivable
based facility  capacity in conjunction with the Cimarron  Project  Development,
Management  and Sales  Agreement.  The lending  period expires in November 2003.
This credit  facility with Textron can be utilized only in conjunction  with the
credit sales of inventory acquired through the Cimarron agreement.  Textron will
lend on eligible notes receivable, as defined in the agreement, up to 70% of the
outstanding  principal  balance  of all notes  receivable  executed  by  Mexican
residents with no less than 30% of the  outstanding  principal  balance of notes
receivable  executed  by United  States  or  Canadian  residents.  Additionally,
Textron will lend 90%, 85%, 80% and 50% on pledged U.S. dollar denominated notes
receivable  executed  by a United  States  or  Canadian  resident,  U.S.  dollar
denominated  notes  receivable  executed  by a Mexican  resident,  Mexican  peso
denominated notes receivable executed by a Mexican resident, and UDI denominated
notes receivable held by a Mexican resident,  respectively. The facility matures
November 1, 2004. The outstanding loans bear interest at a fluctuating base rate
based on Chase Manhattan Bank prime rate plus 225 basis points which at December
31,  2001 and March 31,  2002 was  7.25%  and  7.0%,  respectively,  with a loan
balance of $2.2  million and $3.7  million,  respectively.  The credit  facility
further  provides  that  Raintree  will be  obligated  to pay Textron  aggregate
principal  reductions on the developer loan held by Royal Mirage Partners,  L.P.
("RMP"),  the developer of the Cimarron property,  totaling $6.0 million by June
1, 2002 and $12.0 million by November 1, 2002.  RMP's  repayments to Textron are
dependent on  Raintree's  sales pace of the Cimarron  inventory.  The  aggregate
payments on RMP's loan were $2.1 million and $3.8 million  through  December 31,
2001 and March 31, 2002,  respectively  and sales of Cimarron  inventory made by
Raintree  through  December 31, 2001, when  ultimately  credited to Textron will
cover the balance due in June 2002.

     In November 2001, the Company entered into a $10 million  receivables based
loan  agreement  through  its  wholly-owned  subsidiary,   Regina  Resorts,  LLC
("RRLLC") with Resort Condominiums International, LLC ("RCI"). RRLLC assets will
be  available  first and  foremost to satisfy the claims of its  creditors.  The
revolving  term of the loan  expires in November  2004,  and the loan matures 60
months from the date of the last advance.  However, the receivables loan will be
a non-revolving facility until such time as the Company has closed, on terms and
conditions  satisfactory to RCI, a transaction  pursuant to which specific terms
of  repayment  for certain of the


                                       10
<PAGE>
Senior  Notes  issued by the Company  have been  modified.  RCI will lend 60% on
pledged Mexican peso and UDI denominated notes receivable and 83% on U.S. dollar
denominated notes receivable.  The loans bear interest at 5% per annum above the
LIBOR  rate,  but not less than  7.5% per  annum.  The LIBOR  rate is based on a
specific rate, as defined in the agreement,  reported in the Telerate Matrix. As
of  December  31,  2001 and March 31,  2002,  the  outstanding  balance was $8.9
million and $8.7 million, respectively, with an interest rate on the outstanding
balance of 7.5% for both periods.  Also,  the agreement  requires the Company to
maintain certain minimum financial  ratios,  which the Company was in compliance
with at March 31, 2002.

Mortgages  Payable - Mortgages  payable  consist of the  assignment  of specific
Whiski Jack Vacation Interval receivables to related and third party buyers. The
mortgages  payable bear  interest at 6.5% to 15.25%  during  2001,  and 8.25% to
15.25%  during  the first  three  months of 2002,  and were  payable  in monthly
installments  including  interest over periods ranging from twelve months to ten
years during both periods.  The average interest rates paid were 11.9% and 10.2%
during 2001 and the first three months of 2002, respectively.

Cabos West Notes Payable - In September  1998, in connection with the Cabos West
land  purchase,  the Company  entered  into notes  payable  secured by the land.
Effective  January 1, 2002,  the  Company  entered  into new notes that  include
previously   accrued  and  unpaid   interest.   The  notes  bears   interest  at
approximately 17.25% and are due on demand.

Notes  Payable to  Financial  Institutions  and Other Debt- In April  2000,  the
Company  entered into a note payable to North Shore Credit Union,  in connection
with the  purchases of inventory in Canada.  The note bears an interest  rate of
prime plus 2.5%,  which totaled 6.25% with an  outstanding  loan balance of $0.1
million  at  December  31,  2001  which was paid in full  during  January  2002.
Additionally,  in October 2001 a loan was received in the amount of $2.3 million
that is collateralized by Vacation Interval receivables held in Mexico and had a
December 31, 2001 effective  interest rate of 18.4%. At March 31, 2002, the loan
balance was $1.7 million and had an effective interest rate of 18.4%.


NOTE 5.  OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA

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

         The following table presents segment information (in thousands):

<TABLE>
<CAPTION>


                                                                                        Corporate
                                           Mexico         Canada           U.S.        and Other        Total
                                         ----------   ------------    ------------   ------------    ------------
<S>                                    <C>              <C>            <C>           <C>            <C>
As of and for the three months ended
  March 31, 2002:
Revenues from external customers        $ 23,312         $  2,729       $     58      $     10       $ 26,109
Depreciation ...................             362               39             --            14            415
Operating income (loss) ........           1,861              141             58          (816)         1,244
Income tax expense (credit) ....             590              (11)            --            --            579
Total assets ...................         120,272           11,360            223         3,461        135,316
Capital expenditures ...........             119               15             --             2            136

</TABLE>
<TABLE>
<CAPTION>

                                                                                       Corporate
                                          Mexico         Canada           U.S.         and Other       Total
                                        -----------   ------------    ------------   ------------    -----------

<S>                                    <C>              <C>             <C>          <C>            <C>
As of and for the three months ended
  March 31, 2001:
Revenues from external customers        $ 24,884         $  2,277        $    37      $      6       $ 27,204
Depreciation ...................             331               42             --            15            388
Operating income (loss) ........           4,915             (392)            37          (610)         3,950
Income tax expense (credit) ....             573             (276)            --            --            297
Total assets ...................         113,248           13,153            165        10,764        137,330
Capital expenditures ...........             574               26             --            --            600
</TABLE>


                                       11
<PAGE>
Corporate and Other

     The amounts shown as an operating loss under the column heading  "Corporate
and Other" consist  primarily of general and  administrative  costs that are not
allocated  to the  segments.  Also,  the U. S.  joint  venture  is  included  in
Corporate and Other,  after the operating  loss,  and had an equity gain of $0.5
million  and $0.1  million for the three  months  ended March 31, 2001 and 2002,
respectively.


NOTE 6.  REDEEMABLE PREFERRED STOCK

     The Series C Convertible  Accreting Redeemable Preferred Stock ("Redeemable
Preferred")  accretes in value at an annual rate  equaling 9% of the  Redeemable
Preferred's  $100 per share  Liquidation  Preference and the increasing value is
accrued and added to the Liquidation Preference. Also, the Company has the right
to redeem the Redeemable Preferred in cash at the Liquidation  Preference at any
time,  in whole or in part,  but not later than March 3, 2005, at which time, if
not redeemed,  shall become convertible,  valued at the Liquidation  Preference,
into shares of capital stock at the then market value of its capital stock.  The
Company has reserved for issuance upon such conversion  8,150,000  shares of its
$0.001 par value Common Stock.

     Upon  liquidation,  dissolution  or  winding  up of  the  Company,  whether
voluntary  or  involuntary,  the holders of the  Redeemable  Preferred  shall be
entitled to receive,  prior and in preference to any  distribution of any of the
assets  or  surplus  funds of the  Company  to the  holders  of any stock of the
Company ranking junior by reason of their ownership thereof,  but subject to the
rights of holders of any stock of the Company  ranking senior by reason of their
ownership  thereof,  an amount equal to the Liquidation  Preference (as adjusted
for any stock dividends, combinations or splits with respect to such shares). If
upon the occurrence of such event, the assets and funds thus  distributed  among
the holders of the  Redeemable  Preferred  shall be  insufficient  to permit the
payment to such holders of the full aforesaid preferential amount, then, subject
to the rights of holders of any stock of the Company ranking senior by reason of
their  ownership  thereof,  the entire  assets and funds of the Company  legally
available for distribution shall be distributed ratably among the holders of the
Redeemable  Preferred and any stock of the Company ranking equally in proportion
to the preferential amount each such holder is otherwise entitled to receive.


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.


NOTE 8.  DEVELOPMENT AND CONSTRUCTION

     The Teton Club, LLC ("Teton Club"),  is a joint venture between the Company
and the owner  and  developer  of the Teton  Village  area  near  Jackson  Hole,
Wyoming. The Teton Club received  construction and receivable financing for this
project  from  FINOVA  Capital  Corporation.   The  receivable  financing  is  a
hypothecation  line-of-credit  and is being used to repay the construction loan.
The Company, as part of the financing arrangement, is directly obligated for 25%
of the  borrowings  by the Teton Club from FINOVA to the extent of nonpayment by
the Teton Club.  Additionally,  the Company is responsible  for working  capital
deficits,  including debt service. The construction and receivables loan matures
June  2002.  The Teton  Club has  received  initial  terms  from  FINOVA  for an
extension  of the loan which  would  include an increase  in the  interest  rate
charged  under the loan and a payment of a renewal  fee.  At March 31,  2002 the
outstanding  amounts due on the construction and accounts receivable portions of
the FINOVA  financing  were $13.5  million and $6.8  million,  respectively.  At
December 31, 2001 and March 31, 2002, the Teton Club was not in compliance  with
the FINOVA loan  covenant  related to minimum net  income.  Additionally,  as of
March 31,  2002,  the Teton  Club was not in  compliance  with the  FINOVA  loan
covenant related to minimum sales. If such noncompliance is not cured, the notes
could become  immediately  due and payable.  The Company is in  discussion  with
other parties to provide a replacement  loan for the FINOVA  financing (see Note
1).


                                       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, 2001,  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, 2001 TO THE THREE MONTHS ENDED
MARCH 31, 2002.

Segment Results

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

The following presents segment data in thousands:

        <TABLE>
<CAPTION>

                                                For the Three Months ended March 31,
                      ------------------------------------------------------------------------------------------
                                                        Operating                       Capital
                          Revenues          %             Income            %        Expenditures         %
                        -------------    ---------     -------------    ----------   --------------    ---------
<S>                      <C>              <C>           <C>              <C>          <C>               <C>
2002 -
 Consolidated Entities
    Mexico               $  23,312          89.3%        $  1,861         149.6%       $    119           87.5%
    Canada                   2,729          10.5%             141          11.3%             15           11.0%
    United States               58           0.2%              58           4.7%             --            0.0%
    Corporate and other         10           0.0%            (816)        (65.6)%             2            1.5%
                         ---------         -----         --------         -----        --------          -----

       Total             $  26,109         100.0%        $  1,244         100.0%       $    136          100.0%
                         =========         =====         ========         =====         =======          =====

 Equity Venture
    United States        $   3,732          NA           $  1,026          NA          $     --           NA

 2001 -
 Consolidated Entities
    Mexico               $  24,884          91.5%        $  4,915         124.4%       $    574           95.7%
    Canada                   2,277           8.4%            (392)         (9.9)%            26            4.3%
    United States               37           0.1%              37           0.9%             --            0.0%
    Corporate and other          6           0.0%            (610)        (15.4)%            --            0.0%
                         ---------         -----         --------         -----        --------          -----


       Total             $  27,204         100.0%        $  3,950         100.0%       $    600          100.0%
                         =========         =====         ========         =====         =======          =====

 Equity Venture
    United States        $   8,203          NA           $  2,599          NA          $     --           NA


</TABLE>

                                       13
<PAGE>
Consolidated Segment Discussions

     Mexico's  Segment  Results - Comparison of the three months ended March 31,
2002 to the three months ended March 31, 2001. Net sales decreased $1.6 million,
or 6.3%,  and  operating  income  decreased  $3.1 million or 62.1% for the three
months ended March 31, 2002.  The decrease in net sales resulted from an overall
decrease of 455, or 38.2%,  in the number of Vacation  Interval  weeks sold from
1,192 for the three  months  ended  March 31,  2001 to 737 for the three  months
ended March 31, 2002.  However,  the average price increased  $5,954,  or 36.9%,
from  $16,118 for the three months ended March 31, 2001 to $22,072 for the three
months ended March 31,  2002.  Operating  income  decreased as a function of the
decreased revenues,  as well as the increase from inventory currently being sold
from Cimarron,  Kona, and Puerto Mio that are at a higher cost per week acquired
than the Company's historical cost rate per week of inventory.

     Canada's  Segment  Results - Comparison of the three months ended March 31,
2002 to the three months ended March 31, 2001. Net sales increased $0.5 million,
primarily  as the number of weeks sold  increased  25.6% and the  average  price
increased  8%.  Operating  income  increased  $0.5 million in  conjunction  with
increased revenues.


Equity Venture Segment Discussions

     Comparison  of the three  months  ended March 31, 2002 to the three  months
ended March 31, 2001. Net sales decreased $4.5 million from $8.2 million for the
three  months  ended March 31, 2001 to $3.7  million for the three  months ended
March 31, 2002.  Approximately $2.0 million of the revenues for the three months
ended March 31, 2001 pertained to reservation agreements from prior periods that
were not closed  until 2001 due to certain  criteria  not being met in order for
the sale to be  recognized.  Additionally,  the number of weeks  sold  decreased
45.7% from 127 weeks for the three months ended March 31,  2001,  not  including
the 64 weeks from reservation  agreements of prior periods,  to 69 weeks for the
three months ended March 31, 2002.  Operating  income  decreased $1.6 million in
conjunction with the decrease in revenues.

Consolidated Results

     Comparison  of the three  months  ended March 31, 2002 to the three  months
ended March 31, 2001.

     Vacation Interval sales decreased by approximately $2.4 million,  or 11.5%,
from  approximately  $20.8  million for the three months ended March 31, 2001 to
approximately  $18.4 million for the three months ended March 31, 2002. Vacation
Interval sales decreased as the number of weeks sold decreased by 425, or 32.5%,
from 1,309 for the three months ended March 31, 2001 to 884 for the three months
ended March 31, 2002. The decrease in weeks sold is in response to a decrease in
tour flow resulting from weaker United States and Mexican  economies  going into
the  first  quarter  of  2002   compared  to  the  prior  year  first   quarter.
Additionally,  the average price increased  $4,922 or 31.0% from $15,864 for the
three  months  ended March 31, 2001 to $20,786 for the three  months ended March
31, 2002.  Contributing  to the higher  average price is the increase in upgrade
sales and in  availability  of  two-bedroom  units which  results in the Company
receiving an overall  higher  average  price on sales of its  memberships  and a
reduction in sales discounts during the first quarter 2002.

     Rental and service fee income  increased by $1.4 million,  or 40.2% for the
three months ended March 31, 2002 compared to the comparable  prior year period.
The  increase  results  primarily  from an increase of  approximately  3,200 new
members  paying  service fees during the first three months of 2002  compared to
the  prior  year  period.   Additionally,   rental  income  increased  with  the
availability of rentals at Puerto Mio and Kona.

     Other  income  decreased   approximately   $0.4  million  or  41.1%,   from
approximately  $0.9  million  for the  three  months  ended  March  31,  2001 to
approximately   $0.5  million  for  the  three  months  ended  March  31,  2002.
Approximately  $0.3  million of the  decrease  relates to gains from the sale of
Company owned houses in 2001.

     Cost of vacation  interval sales  increased $1.3 million or 27.1% from $5.0
million for the three  months ended March 31, 2001 to $6.3 million for the three
months ended March 31, 2002.  The increase is due to inventory  currently  being
sold from Cimarron,  Kona,  Puerto Mio and Westin  Whistler that are at a higher
cost per week  acquired  than the  Company's  historical  cost  rate per week of
inventory.

     Advertising,  sales and  marketing  expense  decreased  approximately  $1.5
million,  or 15.7%, from  approximately  $9.6 million for the three


                                       14
<PAGE>
months  ended March 31,  2001,  to  approximately  $8.1 million for three months
ended  March 31,  2002,  primarily  associated  with the lower level of sales in
Mexico.  As a  percent  of  Vacation  Interval  sales,  advertising,  sales  and
marketing  decreased from approximately  46.2% for the three months ending March
31, 2001 to approximately 44.0% for the three months ended March 31, 2002.

     Maintenance and energy expenses increased  approximately  $0.9 million,  or
21.6%,  from  approximately  $4.1  million for the three  months ended March 31,
2001, to  approximately  $5.0 million for the three months ended March 31, 2002.
Contributing  to the higher first quarter 2002 costs compared to the same period
in the prior year were the costs  associated with the addition of new inventory,
the addition of 14 units  previously  leased to Westin  Mexico,  overall  higher
costs  associated  with the stronger  Peso to the U.S.  dollar and  inflation in
Mexico and a general  increase in operating  costs at certain  locations.  Also,
costs increased as a result of costs associated with a higher membership base.

     Foreign currency  exchange gain was  approximately  $0.2 million during the
first three  months of 2002  compared to a loss of  approximately  $0.2  million
during the first three months of 2001. The decrease in the loss between  periods
occurred due to a stronger peso against the U.S.  dollar during the three months
of 2002 compared to the 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 and
inflation in Mexico.  In particular,  the average monthly peso exchange rate for
the three months ended March 31, 2002  strengthened when compared to the average
monthly  peso  exchange  rate for the three  months  ended March 31,  2001.  The
Company  estimates that current period costs settled in Mexican pesos  increased
by approximately  5.3% because of fluctuations in the average peso exchange rate
between periods. In addition, the Company estimates that inflation in Mexico was
approximately  4.7% since March 2001.  Expenditures  in Mexico for  advertising,
sales and marketing,  maintenance and energy, and for general and administrative
expenses are primarily  settled in pesos,  and were  negatively  impacted by the
combined effects of inflation and peso changes.

COMPARISONS OF MARCH 31, 2002 BALANCE SHEET AMOUNTS TO DECEMBER 31, 2001 BALANCE
SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately $2.6 million from  approximately  $82.4 million as of December 31,
2001 to  approximately  $85.0  million as of March 31,  2002.  The  increase  in
receivables  is related to the  increase in other trade  receivables  due to the
maintenance  fee billings that are  typically  invoiced at the beginning of each
year.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  increased  approximately  $4.4 million from approximately $8.5
million as of December 31, 2001 to  approximately  $12.9 million as of March 31,
2002.  The sale of units reduced unit inventory by  approximately  $6.3 million,
which was offset by  purchases  by Whiski Jack in Canada of  approximately  $0.5
million,  and Club Regina of  approximately  $8.5  million,  with the  remainder
primarily from reinstatement of inventory from defaulting owners in Mexico.

     Prepaids,  deposits and other assets increased  approximately  $2.3 million
from  approximately  $1.8 million as of December 31, 2001 to approximately  $4.1
million as of March 31, 2002.  Approximately $1.2 million of this relates to the
prepayment  of  maintenance  fees  associated  with  Kona and Polo  that will be
amortized through out the 2002 year.  Additionally,  approximately  $0.3 million
are deposits for units at Whiski Jack.

     Unearned   service   fees   increased   approximately   $4.8  million  from
approximately $5.1 million as of December 31, 2001 to approximately $9.9 million
as of March 31, 2002.  This balance was higher because a majority of the related
fees are  typically  invoiced  at the  beginning  of each  year and then  earned
throughout the remainder of the year.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company  generates  cash  for  operations  primarily  from the sale of
Vacation   Interval  weeks,   receipt  of  payments  on  the  Vacation  Interval
receivables, and the receipt of service fees charged to members. With respect to
the sale of Vacation  Interval weeks,  the Company  generates cash from all-cash
sales,  cash down  payments on financed  sales and  collection  of principal and
interest on Vacation Interval  receivables from financed sales. The

                                       15
<PAGE>
Company  also  generates  cash  through  loans  secured  by  Vacation   Interval
receivables.  At March 31,  2002,  the  Company  had $83.8  million of  Vacation
Interval receivables of which approximately $53.0 million are currently pledged.
At such date, approximately:  (i) 52% of Vacation Interval receivables were U.S.
dollar denominated,  (ii) 34% of Vacation Interval  receivables were denominated
in UDI's,  an  obligation  denominated  in pesos which is  adjusted  for Mexican
inflation, (iii) 8% of Vacation Interval receivables were denominated in Mexican
pesos and 6% of Vacation Interval receivables were Canadian dollar denominated.

     The  Company  intends to pursue a  growth-oriented  strategy.  From time to
time, the Company may acquire, among other things, additional vacation ownership
properties,  resorts and completed  vacation  ownership  units,  land upon which
additional  vacation  ownership  resorts may be built (which may require capital
expenditures by the Company) and/or other  operations in the vacation  ownership
industry.  The  Company  is  evaluating  certain  resort  asset  acquisition  or
development  opportunities,  but  it  currently  has  no  contracts  or  capital
commitments  relating to any potential  acquisitions or developments  other than
those  discussed  below.   However,   the  Company  is  pursuing  financing  for
development  of the Los Cabos  land.  In  addition,  the  Company is  evaluating
several  strategic  partnership  opportunities,  but it  likewise  has  no  firm
agreements relating to any such potential strategic partnership opportunities.

     The Company has planned 2002 capital  expenditures  of  approximately  $2.4
million.  These  expenditures  include the  development  of sales and  marketing
programs,  MIS/IT,  and other  office  improvements.  The  Company  continuously
evaluates our capital  budget and make changes as economic  conditions  warrant.
Additionally,  the Company has 2002  planned  expenditures  for the  purchase of
Vacation  Interval  inventory in Palm Springs,  California;  Kona,  Hawaii;  Las
Vegas,  Nevada;  Puerto  Mio,  Mexico  and  at  other  proposed  locations.  The
expenditures  for  purchases are incurred only as the inventory is required when
the sale of the underlying timeshare is finalized pursuant to the agreement with
the original  owner/developer.  In Whistler,  the  expenditures for purchases of
inventory  are incurred in the ordinary  business  operations of the Whiski Jack
subsidiary through the purchase of individual condominium units which are resold
as timeshare  thereby limiting the working capital  requirement  consistent with
historical business and financial practices. The total 2002 planned expenditures
for inventory are $17.3 million.

     The Los Cabos  development  will require  project  financing  for the first
phase of approximately $6.5 million before development can proceed.  The Company
is currently negotiating for such financing with both U.S. and Mexican financial
institutions and other investors.  However, no commitment has been received from
such institutions or investors. Also, the Company will expend approximately $1.8
million for the  refurbishment of the resort  properties,  substantially  all of
which is  financed  through  annual  maintenance  fees  received  from owners of
Vacation Intervals.

     At March 31,  2002,  the  Company  had  available  inventory  of  developed
Vacation Interval weeks of 3,870 weeks for Club Regina in Mexico, which includes
2,483  weeks in  Cimarron,  Kona,  Polo and Puerto Mio which the Company has the
right to acquire,  and units at the Westin  Whistler Hotel held for sale by Club
Regina,  and 222 weeks for Whiski  Jack in  Canada.  Based on  historical  sales
levels and planned sales for 2002,  the remaining  inventory for Club Regina and
Whiski Jack will provide approximately 13 months and 4 months, respectively,  of
inventory  for  sales  in 2002.  Also,  at  March  31,  2002,  the  Company  had
approximately 996 of remaining  developed  Vacation Interval weeks at Teton Club
joint venture and  anticipates it will sell this remaining  inventory by the end
of 2006.  The Company plans to increase its Vacation  Interval  weeks  inventory
through  development  of additional  properties and making  acquisitions  in the
short term, developing its land in Los Cabos, and making acquisitions in Mexico,
the United States and Canada.

     To finance its growth strategy, in addition to accessing its existing lines
of credit,  the Company may from time to time consider  issuing debt,  equity or
other  securities,  entering into traditional  construction  financing or credit
agreements,  entering into joint venture or development  agreements with respect
to its undeveloped  property,  or  hypothecating  additional  Vacation  Interval
receivables.  The operating and financial restrictions and covenants in our debt
agreements, including our bank credit facilities and the indenture governing the
Senior Notes, may adversely  affect our ability to finance future  operations or
capital needs or to engage in other business  activities.  These debt agreements
include covenants that require us to meet certain financial ratios and financial
tests, including a minimum general administrative and sales expenses to Vacation
Interval sales ratio test. In addition, the debt agreements restrict our ability
to take  additional  action  without  the  consent  of the  lenders  such as the
incurrence of additional  debt or the sale of our interest in the resorts.  Such
covenants,  required  ratios and tests may require that we take action to reduce
debt  or to act  in a  manner  that  delays  the  achievement  of  our  business
objectives.  If we breach any of these  restrictions  or  covenants  or suffer a
material  adverse change which restricts our borrowing  ability under our credit
facilities  we would be unable to borrow funds  thereunder  without a waiver.  A
breach or

                                       16
<PAGE>
inability to obtain timely  waivers could cause a default under the Senior Notes
and our other  debt.  Our  indebtedness  could then become  immediately  due and
payable,  in which case we may not have or be able to obtain sufficient funds to
make these accelerated payments, including payments on the notes.

     At March 31,  2002,  the  Company  had future  contractual  obligations  as
follows (in millions):
<TABLE>
<CAPTION>

                               Total       2002        2003      2004       2005      Thereafter
                             ----------  --------   ---------  ---------  --------   -----------
<S>                           <C>        <C>        <C>        <C>        <C>          <C>
Long-term Debt ............   $143,689   $ 13,881   $ 13,422   $105,187   $  6,556     $  4,643
Operating Leases ..........      3,706        860        989        618        422          817
Unconditional Purchase
  Obligations * ...........     11,906     11,906         --         --         --           --
Other Long-Term Obligations        843        128        130         90         90          405
                              --------   --------   --------   --------   --------     --------

Total Contractual Cash
  Obligations .............   $160,144   $ 26,775   $ 14,541   $105,895   $  7,068     $  5,865
                              ========   ========   ========   ========   ========     ========
</TABLE>
    * The unconditional purchase obligation represents amounts owed for Kona,
    Cimarron and Puerto Mio inventory purchase obligations at March 31, 2002.

     Borrowings  can be made under the  Cimarron  credit  facility  with Textron
provided  that Raintree  will be obligated to pay Textron,  aggregate  principal
reductions on the developer loan held by Royal Mirage  Partners,  L.P.,  ("RMP")
the  developer of the Cimarron  property,  totaling $6.0 million by June 1, 2002
and $12.0 million by November 1, 2002. RMP's repayments to Textron are dependent
on  Raintree's  sales pace of selling the  Cimarron  inventory.  As of March 31,
2002,  the  development  loan had an  outstanding  balance of $8.6 million.  The
aggregate  payments on RMP's loan were $3.8 million  through  March 31, 2002 and
sales of  Cimarron  inventory  made by Raintree  through  March 31,  2002,  when
ultimately credited to Textron will cover the balance due in June 2002.

     As part of The Teton Club financing arrangement with FINOVA, the Company is
directly  obligated for 25% of the  construction  loan and receivables  loan not
repaid  by The Teton  Club,  and is also  responsible  for any  working  capital
deficits,  including  debt  service,  at The Teton Club.  The  construction  and
receivables  loan matures in June 2002 and will require  refinancing.  The Teton
Club has received  initial  terms from FINOVA for an extension of the loan which
would  include an increase in the interest rate charges and a renewal fee. As of
March 31, 2002, the balance of the FINOVA  construction and receivables debt was
$13.5 million and $6.8 million,  respectively. At December 31, 2001and March 31,
2002, the Teton Club was not in compliance with the FINOVA loan covenant related
to minimum net income.  Additionally,  as of March 31, 2002,  the Teton Club was
not in compliance  with the FINOVA loan covenant  related to minimum  sales.  If
such  noncompliance  is not cured,  the notes could become  immediately  due and
payable.  The Company has also received  another  non-binding loan proposal from
another  financial  institution,  which it is evaluating.  There is no assurance
that the  Company  will be able to close on either  the  FINOVA  loan  extension
proposal or the non-binding proposal it has received.

     At December 31, 2001 and March 31, 2002, the Company had outstanding  $94.5
million of 13% Senior Notes,  $11.4 million and $10.0 million  outstanding under
the FINOVA  receivables  line of credit  that bears  interest at 6.75% and 6.5%,
respectively,  $20.4  million and $21.0  million  outstanding  under the Textron
credit line that bears an average interest of 7.2% and 6.9%, respectively,  $8.9
million and $8.7 million outstanding with Resorts Condominium International that
bears interest at 7.5% for both periods,  $4.5 million and $4.7 million mortgage
notes  payable  that bears  interest  at an average  interest  rate of 11.9% and
10.2%,  respectively,  and $4.7  million and $1.7 million of bank and other debt
that at year-end bears interest at an average  interest rate of 17.1% and 18.4%,
respectively.  In addition to such debt,  the Company has $6.2  million and $6.3
million of Redeemable Preferred Stock outstanding at December 31, 2001 and March
31, 2002, respectively. The Redeemable Preferred Stock is redeemable at any time
before  March 3,  2005,  at which time the  redemption  is  mandatory.  With the
exception  of the $6.1  million  semi-annual  interest  payments  due June 1 and
December 1 on the Senior Notes,  interest is generally  paid monthly on all debt
obligations of the Company. At December 31, 2001 and March 31, 2002, the Company
had $1.0 million and $4.1 million of accrued and unpaid interest on Senior Notes
and $1.2 million and $0.5 million of accrued and unpaid  interest on other debt,
respectively.

     The Company's borrowing capacities under the Textron notes receivable based
credit facilities is $22.4 million. The Company estimates that based on Vacation
Interval receivables not currently pledged, approximately $6.0 million under the
Textron line of credit at March 31, 2002, were available for borrowing under the
credit facility. Additional borrowings under this facility expires May 31, 2002.
Additionally,  the Company has available $20 million of notes  receivable  based
facility capacity through the Cimarron Project Development, Management and


                                       17
<PAGE>
Sales Agreement. This Cimarron credit facility with Textron can be utilized only
in conjunction with the credit sales of inventory  acquired through the Cimarron
agreement which had approximately,  $3.7 million outstanding under this facility
at March 31, 2002.  Additional  borrowings under this facility will terminate in
November 2004, unless otherwise extended.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  In  connection  with the  Company's
August  1997  purchase  of its  subsidiaries  in Mexico,  the  Company  borrowed
approximately  $83 million and replaced such borrowing with its Senior Notes. At
March 31, 2002, the Company is, and will continue to be, highly leveraged,  with
substantial debt service requirements.  The Company incurs significant liquidity
needs to fund  semi-annual  interest  payments  of $6.1  million  due June 1 and
December 1 on its Senior Notes. A significant portion of the Company's assets is
pledged against existing borrowings. The Company has a shareholders' deficit and
has incurred  losses  since its  inception.  The Company has a revolving  credit
facility of $22.4 million  whose  revolving  credit period  expires May 31, 2002
(see Note 4) and a construction and receivables loan of $20.3 million related to
its Teton Club joint venture that matures on June 29, 2002. As discussed in Note
8, the joint  venture is currently  not in  compliance  with  certain  financial
covenants as of March 31,  2002.  The Company is a co-maker of 25% of this loan.
If this  noncompliance is not cured,  the loan could become  immediately due and
payable.  The Company is in discussion with another lender to replace this joint
venture  loan.  If the loan is not replaced with another loan or the covenant is
not cured or waived,  the loan could be declared  due and  payable,  which could
cause acceleration of the Company's other indebtedness.

     To achieve profitable  operations,  the Company is dependent on a number of
factors,  including  its ability to increase  its  Vacation  Interval  inventory
through  development  projects or through  the  acquisition  of existing  resort
properties,  and to sell Vacation Intervals on an economical basis,  taking into
account the cost of such intervals and related  marketing and selling  expenses,
and to either  attract  new  equity or equity  equivalent  capital  or reduce or
restructure its Senior Notes or a combination of the foregoing.  The Company has
historically  been  successful in obtaining  additional  debt and issuing equity
securities to fund negative cash flows from operating activities and to make the
payments on previously  incurred debt  obligations.  The Company expects that it
will obtain  sufficient  credit  capacity  or equity  capital or complete a debt
restructuring  or  sale  of  assets  or   securitization  of  receivables  or  a
combination  of the  foregoing to meet its debt service  obligations,  including
interest  payments on its Senior Notes through 2002. The Company also expects to
be  able  to  fund  capital   requirements  from  anticipated   capital  project
financings, which have not yet been negotiated.  However, should the Company not
be able to successfully  negotiate  additional credit capacity or securitize its
receivables  or otherwise  reduce,  through  acquisition or  restructuring,  its
Senior Notes,  there is no assurance  that the Company would be able to meet all
of its working  capital and short-term debt service  obligations.  The Company's
payment of the Senior Notes  interest  through 2002 is based on available  cash,
modifying the terms of its current  credit  agreements  and obtaining new credit
capacity.  The  modifications  to its credit  agreements and  negotiation of new
credit capacity may involve  increasing the allowed amount of Vacation  Interval
receivables  from  Mexican  obligors or the portion of  collateral  which can be
based on Mexican currency and expanding the Company's  overall borrowing limits.
The Company is  currently  evaluating  several  alternatives  for  meeting  this
additional working capital need and is in discussions and negotiations regarding
these modifications,  new credit capacities and restructurings.  However,  these
discussions and negotiations as well as discussions  with new financing  sources
have not yet  resulted  in firm  commitments  that will  satisfy  the  Company's
working  capital  needs  through  2002.  In  order  to meet  obligations  in the
long-term,  the Company will need to achieve positive net income by reducing its
high leverage position,  expand and extend its current receivables hypothecation
facilities and execute a capital restructuring.

     The Company  recently  signed a letter of intent with Mego Financial  Corp.
d/b/a Leisure Industries  Corporation  ("Leisure")  pursuant to which, through a
series of  transactions,  the Company  would  ultimately  become a subsidiary of
Leisure. Leisure is a travel and leisure services company, including a developer
and operator of vacation  ownership  resorts,  developed  and  undeveloped  real
estate properties, and a provider of consumer financing to purchasers of Leisure
ownership  interests and land parcels.  Leisure is  headquartered  in Las Vegas,
Nevada and has properties it operates in Nevada, New Jersey,  Colorado,  Florida
and  Hawaii.  The  first  part  of the  transaction,  which  is  subject  to the
successful completion of an inspection period,  signing of a definitive purchase
and  sale  agreement,   and  the  appropriate  approval  of  both  companies  is
anticipated to be completed by June 2002. In connection therewith, Leisure would
provide  the Company  interim  financing  to enable it to meet its $6.1  million
semi-annual  interest  payment  as of June 1, 2002,  and  assist the  Company in
working on  restructuring  a portion of the Senior  Notes that would  reduce the
amount  required  for future  interest  payments.  The  Company  and Leisure are
negotiating  in earnest  and  working to satisfy  the  conditions  necessary  to
complete the transactions, and although the Company believes that it and Leisure
will be successful in satisfying the  conditions and achieving the  contemplated
results, there can be no assurance at this time it will be achieved.


                                       18
<PAGE>
     The Company has  demonstrated  historically  that it has been successful in
such efforts to secure financing or generate liquidity  necessary to service its
high  leverage.  However,  should the  Company  not close the  transaction  with
Leisure or other  opportunities  it is pursuing or one or more that may arise in
the future, the Company's operation could be materially adversely affected.  The
inherent  uncertainty  of the  transactions  the Company is currently  pursuing,
including the transaction with Leisure,  and the conditions required to complete
one or more of these  transactions in order to provide the liquidity required by
the Company,  the current absence of firm commitments for additional  capital or
extensions of revolving  credit lines or joint venture debt that matures in June
2002,  including  the current  noncompliance  with certain  financial  covenants
related to this joint  venture  debt and the possible  acceleration  of this and
other debt, raise substantial doubt about the ability of the Company to continue
as a going concern.

     The Company is currently  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,  the  resolution of such claims will not have a material  adverse
effect on the operating results or financial position of the Company.

<PAGE>



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         None

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 -- Side Letter Number 6, dated March 28, 2002,  between FINOVA and Raintree
        Resorts International, Inc.

(b)      Reports on Form 8-K.

    None


                                       19
<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 14, 2002                     By:  /s/ George E. Aldrich
                                           ------------------------
                                              George E. Aldrich
                                          Senior Vice President - Finance
                                                and Accounting
                                          (Principal Accounting Officer)




                                       20
<PAGE>


                                  EXHIBIT INDEX


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

10.1 + -- FINOVA Amendment No. 3 to Corporate Guarantee and Subordination
          Agreement, dated November 9, 2000.

+ Filed herein



                                       21