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, 2001

                                       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, 2001, the Registrant had 12,039,807 shares of Common Stock
outstanding and Warrants to purchase 2,596,455 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
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              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS



                                                                                                            Page
<S>                                                                                                            <C>

PART I. FINANCIAL INFORMATION

     ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:
         Consolidated Balance Sheets as of
              December 31, 2000 and March 31, 2001 (Unaudited) ..............................................   3
         Consolidated Statements of Operations and Comprehensive Loss
              for the Three Months ended March 31, 2000 and 2001 (Unaudited) ................................   4
         Consolidated Statements of Cash Flows
              for the Three Months ended March 31, 2000 and 2001 (Unaudited).................................   5
         Notes to Consolidated Financial Statements (Unaudited) .............................................   6

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

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

PART II. OTHER INFORMATION

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

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


</TABLE>
                                       2
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<TABLE>
<CAPTION>
                                               PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

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

                                                                                              (Unaudited)
                                                                                 December 31,   March 31,
                                                                                     2000         2001
                                                                                -------------  -----------
<S>                                                                               <C>          <C>
Assets
    Cash and cash equivalents ..................................................   $   3,373    $   6,262
    Vacation Interval receivables and other trade receivables, net .............      76,140       81,353
    Inventories ................................................................         917          894
    Refundable Mexican taxes ...................................................       2,461        1,151
    Facilities, office furniture and equipment, net ............................       5,168        4,881
    Land held for vacation ownership development ...............................      11,503       11,704
      Property held for sale ...................................................       1,301          664
    Equity investments .........................................................       2,062        2,558
    Cost of unsold vacation ownership intervals and related club memberships ...      13,303        9,495
    Retained interest in hotel cash flows ......................................       4,000        4,000
    Deferred loan costs, net ...................................................       6,427        6,372
    Exclusivity agreement and other intangibles ................................       2,872        3,145
    Prepaid and other assets ...................................................       4,225        4,851
                                                                                   ---------    ---------
Total assets ...................................................................   $ 133,752    $ 137,330
                                                                                   =========    =========


Liabilities and Shareholders' Investment

Liabilities
    Accounts payable and accrued liabilities ...................................   $  24,854    $  26,589
    Notes payable ..............................................................      46,192       40,190
    Senior Notes, due 2004, net of unamortized original issue discount of $4,952
       and $4,637 at December 31, 2000 and March 31, 2001, respectively ........      89,548       89,863
    Taxes payable ..............................................................         940        5,128
    Unearned services fees .....................................................       2,779        7,483
                                                                                   ---------    ---------
Total liabilities ..............................................................     164,313      169,253

Commitments and Contingencies

Redeemable Preferred Stock
    Pay-in-Kind preferred stock; Par value $.001; 5,000,000 shares authorized,
       56,953 shares issued and outstanding at March 31, 2001; aggregate
       liquidation preference of $5,823 at March 31, 2001 ......................       5,630        5,763

Shareholders' Deficit
    Common stock; par value $.001; 45,000,000 shares authorized, 10,766,300
       and 12,039,807 shares issued and outstanding at December 31, 2000
       and March 31, 2001, respectively ........................................          11           12
    Additional paid-in capital .................................................       1,505        1,391
    Warrants to purchase, 4,369,962 and 2,596,455 shares of common stock
       at December 31, 2000 and March 31, 2001 .................................       9,341        9,335
    Accumulated deficit ........................................................     (47,025)     (48,248)
    Cumulative translation adjustment ..........................................         (23)        (176)
                                                                                   ---------    ---------
Total shareholders' deficit ....................................................     (36,191)     (37,686)
                                                                                   ---------    ---------
Total liabilities and shareholders' deficit ....................................   $ 133,752    $ 137,330
                                                                                   =========    =========


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

                                       3
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<TABLE>
<CAPTION>



              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

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


                                                             Three Months Ended
                                                                   March 31,
                                                       --------------------------------
                                                           2000                2001
                                                       ------------        ------------
<S>                                                     <C>                  <C>
 Statement of Operations
 Revenues
   Vacation Interval sales ........................      $ 18,010             $ 20,767
   Rental and service fee income ..................         2,479                3,590
   Interest income on Vacation Interval receivables         2,263                1,956
   Other income ...................................           680                  916
                                                         --------             --------
     Total revenues ...............................        23,432               27,229
Costs and Operating Expenses
   Cost of Vacation Interval sales ................         4,218                4,979
   Provision for doubtful accounts ................         1,420                1,490
   Advertising, sales and marketing ...............         7,604                9,614
   Maintenance and energy .........................         2,824                4,136
   General and administrative .....................         2,681                2,672
   Depreciation ...................................           343                  388
                                                         --------             --------
     Total costs and operating expenses ...........        19,090               23,279
                                                         --------             --------
Operating income ..................................         4,342                3,950
   Interest expense, net ..........................         5,357                5,132
   Equity in (gains)/losses on equity investments .            76                 (495)
   Foreign currency exchange(gains)/ losses, net ..          (778)                 239
                                                         --------             --------
Net loss before taxes .............................          (313)                (926)
   Foreign income and asset taxes .................            40                  297
                                                         --------             --------
Net loss before preferred dividends ...............          (353)              (1,223)
   Preferred stock dividends ......................           120                  132
                                                         --------             --------
Net loss available to common shareholders .........      $   (473)            $ (1,355)
                                                         ========             ========



Net loss per share
    (Basic and Diluted) ...........................      $  (0.04)            $  (0.09)

Weighted average number of common shares
    (Basic and Diluted) ...........................        12,636               14,636

Comprehensive Loss
Net loss before preferred stock dividends .........      $   (353)            $ (1,223)
Other comprehensive income:
   Foreign currency translation adjustment ........           (17)                (153)
                                                         --------             --------
Comprehensive loss ................................      $   (370)            $ (1,376)
                                                         ========             ========



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

                                       4
<PAGE>




<TABLE>
<CAPTION>


              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                                                            (Unaudited)
                                                                                         Three Months Ended
                                                                                              March 31,
                                                                                   ------------------------------
                                                                                       2000              2001
                                                                                   ------------      ------------
<S>                                                                                 <C>              <C>
Operating activities
Net loss ......................................................................      $   (353)        $ (1,223)
   Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization ..........................................           677              704
       Amortization of deferred loan costs ....................................           378              409
       Gain on sale of property ...............................................            --             (295)
       Provision for doubtful accounts ........................................         1,420            1,490
       Equity in losses on equity investments .................................            76             (495)
      Changes in other operating assets and liabilities:
       Vacation Interval receivables and other trade receivables ..............       (10,429)          (6,581)
       Cost of unsold vacation ownership intervals and related club memberships           890            3,595
       Prepaid and other assets ...............................................          (277)            (634)
       Accounts payable and accrued liabilities ...............................         5,469            1,950
       Taxes payable/refundable ...............................................         1,112            5,463
       Unearned services fees .................................................         4,174            4,704
                                                                                     --------         --------
Net cash provided by operating activities .....................................         3,137            9,087


Investing activities
   Purchase of land and other assets held for vacation ownership development ..          (246)            (201)
   Additions to facilities, office furniture and equipment ....................          (105)            (399)
   Proceeds from sale of property ............................................             --              573
                                                                                     --------         --------
Net cash used in investing activities .........................................          (351)             (27)

Financing activities
   Additional bank and other loans, net of related expenses ...................         2,648            9,420
   Repayment of bank loans and senior notes ...................................        (4,229)         (15,473)
   Capital contributions ......................................................            --               13
   Dividend payments on and redemption of preferred stock .....................          (808)              --
                                                                                     --------         --------
Net cash used in financing activities .........................................        (2,389)          (6,040)

Increase in cash and cash equivalents .........................................           397            3,020
Effect of exchange rate changes on cash .......................................           (10)            (131)
Cash and cash equivalents, at beginning of the period .........................         8,311            3,373
                                                                                     --------         --------
Cash and cash equivalents, at end of the period ...............................      $  8,698         $  6,262
                                                                                     ========         ========



Supplemental disclosures of cash flow information
   Cash paid during the period for interest ...................................      $  1,008         $  1,291
   Cash received during the period for income and asset taxes .................          (955)            (167)

Non-cash financing activities
   Stock dividends accrued and accretion on preferred stock ...................           120              132

            The accompanying notes are an integral part of these
                           financial statements
</TABLE>
                                       5
<PAGE>



              RAINTREE RESORTS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                                 March 31, 2001


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

     In connection  with the Company's  purchase of its  subsidiaries in Mexico,
the Company borrowed  approximately $83 million and replaced such borrowing with
its Senior  Notes.  At March 31, 2001,  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 are pledged against existing borrowings.  The Company has a
shareholders'  deficit,  has incurred  losses since its inception and expects to
incur a net loss for fiscal 2001. To achieve profitable operations,  the Company
is  dependent  on a number  of  factors,  including  its  ability  to  reduce or
restructure  its  Senior  Notes  with  a  reduction  in  the  principal   amount
outstanding,  to increase its Vacation Interval  inventory  through  development
projects and through the  acquisition  of existing  resort  properties,  and its
ability to continually sell Vacation  Intervals on an economical  basis,  taking
into  account  the cost of such  intervals  and  related  marketing  and selling
expenses,  and to attract new equity or equity equivalent  capital.  The Company
expects  that it will obtain  sufficient  credit  capacity or equity  capital or
complete  a debt  restructuring  or  sale  of  assets  or a  combination  of the
foregoing to meet its debt service  obligations,  including interest payments on
its Senior Notes through the first quarter of 2002. The Company has historically
incurred  debt and issued  equity  securities  to fund  negative cash flows from
operating   activities  to  make  the  payments  on  previously   incurred  debt
obligations.  The Company also  expects to be able to fund capital  requirements
from anticipated capital project financings, which have not yet been negotiated.
However,  should the Company not be able to  successfully  negotiate  additional
credit  capacity,  there is no assurance  that the Company would be able to meet
all of its short-term debt service  obligations  unless it liquidates assets and
reduces the size of its operations.

     The  Company  plans  payment of the June  Senior  Notes  interest  based on
available cash and existing  credit  capacity  under current  credit lines.  The
payment of the December  Senior Notes interest will require  modification to the
terms of current credit agreements  although the Company is currently working on
a  restructure  on a portion  of the Senior  Notes that would  reduce the amount
required for the December  interest  payment.  The  modifications  to its credit
agreements  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/or  expanding the borrowing limit. The Company is
currently  evaluating  several  alternatives for meeting this additional working
capital  need  and  is  in  discussions   and   negotiations   regarding   these
modifications and restructurings. However, these discussions and negotiations as
well as  discussions  with  new  financing  sources  have  not yet  resulted  in
commitments that will satisfy the Company's 2001 working capital needs.

     In order to meet  obligations  in the  long-term,  the Company will need to
achieve profitable operations,  reduce its high leverage position and expand and
extend its current credit facilities. Should the Company not achieve one or more
of these  requirements  the  Company's  ability to continue to operate  would be
jeopardized.

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

                                       6
<PAGE>

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,  2000,  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, 2000 and 2001.

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.


The following presents the foreign currency exchange gains and loss for
the year 1999, 2000 and 2001 by quarter (in thousands):


Quarterly Gain/(Loss)            1999          2000          2001
---------------------            ----          ----          ----

First Quarter                    $529      $    778         $(239)
Second Quarter                   (727)       (1,774)
Third Quarter                     443           755
Fourth Quarter                    556          (884)
                               ------      --------
                               $  801      $ (1,125)
                               ======      ========



The following table presents the quarter end exchange rates from December 1999
for the Mexican Peso:

                                           Pesos = 1.00 US Dollar
                                         1999        2000        2001
                                        -----       -----       -----
     March 31 ........................  9.516       9.233       9.520
     June 30 .........................  9.488       9.954
     September 30 ....................  9.358       9.429
     December 31 .....................  9.522       9.600


     The future  valuation of the Mexican peso related to the U.S. dollar cannot
be determined, estimated or projected.

Cash and Cash Equivalents

     The Company  considers  demand  accounts and  short-term  investments  with
maturities of three months or less when purchased to be cash  equivalents.  Cash
and cash equivalents include $2.8 million in restricted funds at March 31, 2001.

                                       7
<PAGE>
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.  Interest related to
these  developmental  properties of $0.2 million was capitalized  during each of
the three months ended March 31, 2000 and 2001.

     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.

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.  On December 5, 1997, in  conjunction  with the issue of Senior Notes
and on December 15, 2000, in conjunction with obtaining  shareholder  loans, the
Company  issued  warrants to purchase  1,869,962 and 2,000,000  shares of common
stock at a conversion price of $0.01 per share,  respectively.  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. At March 31, 2001, 2,596,455 warrants originally issued are outstanding.

     At March 31, 2001, the Company had outstanding 723,000 stock options with a
weighted-average  exercise  price of  $3.18  per  share,  500,000  common  stock
warrants with an exercise  price of $5.00 per share and  preferred  stock with a
$5.8  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. The Senior Notes warrants were included in both the computation
of basic and diluted EPS.


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,
                                                  2000                 2001
                                                ------------        ----------

     Vacation Interval receivables ...........    $ 78,709            $ 82,508
     Other trade receivables .................       6,985               8,148
     Less - allowances for doubtful accounts .      (9,554)             (9,303)
                                                  --------            --------
       Total ................................     $ 76,140            $ 81,353
                                                  ========            ========

     Allowances  for  uncollectible  accounts  increased  by  $1.5  million  for
additional  estimated  reserves,  and  decreased by $1.8 million for  receivable
write-offs, net of recoveries during the first three months of 2001.

                                       8
<PAGE>
     The  Company  estimates  that at December  31, 2000 and at March 31,  2001,
approximately  46%  and  47%,  respectively,  of all of  the  Vacation  Interval
receivables were U.S. dollar denominated,  37% of Vacation Interval  receivables
were  denominated in UDIs, an obligation  denominated in pesos which is adjusted
for  Mexican  inflation  ("UDI"),  11% of  Vacation  Interval  receivables  were
denominated in Mexican pesos, and 6% and 5%, respectively,  of Vacation Interval
receivables were denominated in Canadian dollars.

NOTE 4.  NOTES PAYABLE

Summary of Notes Payable (in thousands) -
<TABLE>
<CAPTION>

                                                                              December 31,             March 31,
                                                                                  2000                    2001
                                                                            ---------------         --------------
    <S>                                                                           <C>                    <C>
     Credit Agreement Notes and Loans ....................................         $ 36,588               $ 31,796
     Mortgages Payable ...................................................            4,112                  4,020
     Cabos West Notes Payable  ...........................................            2,350                  2,350
     Notes Payable to Financial Institution and Other Debt ...............            2,142                  2,024
     Notes Payable to Shareholders .......................................            1,000                     --
                                                                                   --------               --------
                                                                                   $ 46,192               $ 40,190
                                                                                   ========               ========
</TABLE>

Notes Payable to Financial  Institutions  - In April 2000,  the Company  entered
into a note payable to North Shore Credit Union,  in connection  with the Westin
units  purchased,  due on or before October 2001, with an interest rate of prime
plus 2.5%,  which totaled 10.0% and 9.25%,  and an  outstanding  loan balance of
$2.0 at December 31, 2000 and March 31, 2001, respectively.

Cabos West Notes Payable - On September  17, 1998, in connection  with the Cabos
West land purchase,  the Company entered into notes payable secured by the land.
The notes bear interest at approximately 13% and are due on demand.

Credit  Agreement Notes - 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 aggregate
borrowing  limit under the credit  agreement is $34.0 million.  FINOVA will lend
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 are  assigned to the lender and as
payments  are  received,   they  are  applied  to  this  loan.  The  outstanding
receivables  loan balance  bears  interest at a  fluctuating  base rate plus 175
basis  points,  which was 11.25% and 10.25% per annum at  December  31, 2000 and
March 31, 2001  respectively.  The  outstanding  inventory  loan  balance  bears
interest at a fluctuating base rate plus 225 basis points,  which was 11.75% per
annum at  December  31,  2000.  Interest  under  the notes is due  monthly.  The
fluctuating base rate is the "Corporate Base" rate of Citibank,  N.A., New York,
which the bank publicly  announces  from time to time,  and is a rate charged by
the bank to its most  creditworthy  commercial  borrowers.  Also,  the agreement
requires the Company to maintain  certain minimum  financial  ratios including a
minimum capital  requirement.  The receivables  line of credit matures 84 months
from the date of the last  advance  made against it, and as of December 31, 2000
and March 31, 2001, the outstanding  balance of the  receivables  line of credit
was $14.6 million and $14.8 million,  respectively.  The inventory  based credit
facility  was $4.4 million as of December 31, 2000 and was paid in full in March
2001. As of March 31, 2001,  the Company was not in  compliance  with the FINOVA
loan  covenant  related  to the ratio of  administrative,  sales  and  marketing
expenses to Vacation  Interval  sales and the net worth  covenant,  but obtained
timely waivers for such non-compliance.

     In November 1999, the Company entered into a notes receivable loan facility
with Textron Financial Corporation (Textron), and has a borrowing limit of $18.0
million, as amended. Certain of the Company's notes receivable collateralize the
loan, and the loan has two borrowing  components.  The first borrowing component
has a $13.0 million  borrowing limit and is collateralized by up to 46% of notes
receivable  denominated  in  Mexican  pesos or UDI's and the  remainder  in U.S.
dollars.  The amount of UDI denominated  notes  receivable is further limited to
$3.0 million. 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 15%
of notes  receivables  denominated  in Mexican  pesos and the  remainder in U.S.
dollars.  Textron will lend up to 80% on these  pledged  notes.  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.

                                       9
<PAGE>
     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 and
275  basis  points  for  the  $13.0   million  and  $5.0   million   components,
respectively,  that is adjusted on the first day of each month with the interest
due monthly. As of December 31, 2000 and March 31, 2001, the outstanding balance
under the $13.0 million portion of the loan facility was $12.7 million and $12.8
million,  with an interest rate on the  outstanding  balance of 11.5% and 10.5%,
respectively.  Draws on the $5.0 million  portion of the loan facility  began in
2001, with an outstanding  loan balance of $1.8 million as of March 31, 2001 and
an interest rate of 11.25%.

     The  November   1999  $7.0  million  loan   agreement   with   Bancomer  is
collateralized by the Company's UDI denominated notes receivable. The collateral
maintained by the Company equals 2.5 times the outstanding  borrowings under the
loan. The loan agreement extends credit to the Company for a fixed 30-month term
from November 29, 1999 to May 29, 2002. Furthermore,  the agreement requires the
Company to pay back the principal in UDI's in 30 equal monthly installments plus
accrued interest in the U.S. dollar equivalent amount of approximately  $233,000
beginning on December 29, 1999.  Also, the loan bears simple  interest at a rate
of 12% per annum.  As of December 31, 2000 and March 31, 2001,  the  outstanding
balance was $4.8 million and $2.3 million, respectively.

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 8.25% to 15.25% during 2000 and at March 31,
2001, 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 11.4% and 11.7% during 2000 and 2001, respectively.


NOTE 5.  OPERATIONS BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA

     The  Company  has only one line of  business  which  develops,  markets and
operates luxury vacation  ownership resorts in three geographic  areas;  Mexico,
Canada and the United  States.  The United  States  operations  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, 2001:
Revenues from external customers ............   $  24,884        $   2,302         $     37       $      6        $  27,229
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>
<TABLE>
<CAPTION>

                                                                                    Corporate
                                                  Mexico           Canada           and Other       Total
                                               -------------    --------------    -----------    -----------
<S>                                           <C>               <C>               <C>             <C>
As of and for the three months ended
  March 31, 2000:
Revenues from external customers ............  $   20,687        $   2,678         $     67       $ 23,432
Depreciation.................................         289               38               16            343
Operating income (loss) .....................       4,725              143             (526)         4,342
Income tax expense...........................          20               20               --             40
Total assets ................................     133,246           12,542            6,957        152,745
Capital expenditures ........................         286               32               33            351

</TABLE>
                                       10
<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 loss of $0.1
million and an equity gain of $0.5  million for the three months ended March 31,
2000 and 2001, respectively.


NOTE 6.  REDEEMABLE PREFERRED STOCK

Pay-in-Kind Preferred Stock

     The Pay-in-Kind  Preferred requires that annual dividends be paid either in
cash  equaling  9% of the  Pay-in-Kind  Preferred's  $100 per share  Liquidation
Preference, or in an equivalent number of shares of Pay-in-Kind Preferred valued
at the Liquidation  Preference.  Furthermore,  the Company has the right, at its
option to redeem at any time the Pay-in-Kind Preferred, in whole or in part, but
not later than  December 1, 2004,  at which time  redemption  is mandatory  upon
payment  in cash  of the  Liquidating  Preference  and all  accrued  and  unpaid
dividends or shares of capital stock valued at the Liquidating Preference. As of
March 31, 2001, the cumulative  unpaid  dividends on the  Pay-in-Kind  Preferred
were $0.1 million.


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 has a financing  commitment  from FINOVA  consisting of
$33.3  million for  construction  financing,  $7.5 million for pre-sale  working
capital requirements and $20.0 million for receivables financing. The receivable
financing  is a  hypothecation  line-of-credit  and  will be used to  repay  the
construction  and  pre-sale  loans and to fund  operating  expenses.  Also,  the
agreement  requires the Teton Club to maintain  certain  minimum  financial  and
operating ratio requirements.  As part of the financing arrangement, the Company
is directly  obligated for 25% of the  construction  loan, the pre-sale  working
capital loan and the  receivables  loan to the extent of nonpayment by the Teton
Club. Additionally,  the Company is responsible for any working capital deficits
at the Teton Club.  As of March 31,  2001,  the Teton Club had  balances of $1.8
million and $20.5  million on the working  capital and  construction  financing,
respectively.


NOTE 9. INVENTORY ACQUISITION

     In April 2001,  the Company  entered  into a letter of intent with  Diamond
Resorts International,  a developer,  marketer and manager of vacation ownership
resorts,  to  acquire  vacation  ownership  intervals.  It  is  anticipated  the
inventory to be purchased  will be financed  from the proceeds from sales of the
inventory or from the proceeds from  hypothecation  of loans made to purchasers.
The  intervals  will be  acquired  and sold by the  Company as  required to meet
current sales  demands.  The inventory  acquisition  will include  approximately
1,100 one-bedroom intervals from Diamond's Kona Reef Resort on the Big Island of
Hawaii and  approximately  700 intervals from Diamond's Polo Resort,  located on
the Las Vegas "strip".

                                       11
<PAGE>

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

     This  report  contains  forward-looking  statements  within the  meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,  which represent
the Company's  expectations  and beliefs  concerning  future events that involve
risks and  uncertainties,  including  those  associated  with the effects of (i)
international,  national and regional economic  conditions and conditions in the
international  tourism  and  vacation  ownership  markets,  (ii)  the  Company's
capacity to integrate  acquisitions that it has made, and (iii) the availability
of capital resources necessary for the Company to execute its business strategy.
Investors are cautioned that all  forward-looking  statements  involve risks and
uncertainty. Discussions containing such forward-looking statements may be found
in the  material  set forth  under  "Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations"  as well as elsewhere  herein.
Actual results may differ materially from those projected in the forward-looking
statements.  Although the Company  believes that the assumptions  underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  included  in  this  report  will  prove  to be
accurate. Important factors that could cause actual results to differ materially
from the Company's  expectations  are disclosed in this report.  Considering the
significant  uncertainties  inherent in the forward-looking  statements included
herein,  the  inclusion  of  such  information  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company  will be achieved.  The  following  discussion  should be read in
conjunction  with the financial  statements of Raintree  Resorts  International,
Inc. and related notes thereto, the management's discussion and analysis related
thereto,  all of which are included in the Form 10-K Annual  Report for the year
ended  December 31, 2000,  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, 2000 TO THE THREE MONTHS ENDED
MARCH 31, 2001.

Segment Results

            General. The Company has only one line of business which develops,
markets and operates luxury vacation ownership resorts in three geographic
areas; Mexico, Canada and the United States. The 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
                                                          Income                        Capital
                          Revenues          %             (Loss)            %        Expenditures         %
                        -------------    ---------     -------------    ----------   --------------    ---------

<S>                      <C>               <C>          <C>              <C>           <C>               <C>
2001 -
 Mexico                   $ 24,884          91.4%        $  4,915         124.4%        $   574           95.8%
 Canada                      2,302           8.5%            (392)         (9.9)%            26            4.2%
 United States                  37           0.1%              37           0.9%             --            0.0%
 Corporate and other             6           0.0%            (610)        (15.4)%            --            0.0%
                          --------         -----         --------         -----         -------          -----
    Total                 $ 27,229         100.0%        $  3,950         100.0%        $   600          100.0%
                          ========         =====         ========         =====         =======          =====
</TABLE>

<TABLE>
<CAPTION>
<S>                      <C>               <C>           <C>             <C>           <C>               <C>
2000 -
 Mexico                   $ 20,687          88.3%        $  4,725         108.8%        $   286           81.5%
 Canada                      2,678          11.4%             143           3.3%             32            9.1%
 Corporate and other            67           0.3%            (526)        (12.1)%            33            9.4%
                          --------         -----         --------         -----         -------          -----
    Total                 $ 23,432         100.0%        $  4,342         100.0%        $    51          100.0%
                          ========         =====         ========         =====         =======          =====
</TABLE>

     Mexico's  Segment  Results - Comparison of the three months ended March 31,
2001 to the three months ended March 31, 2000. Net sales increased $4.2 million,
or 20.3%,  and  operating  income  increased  $0.2 million or 4.0% for the three
months ending March 31, 2001. The increase in net sales resulted from an overall
increase in the number of Vacation  Interval weeks sold and average  price.  The
number of weeks sold  increased  108,  or 9.5% and the average  price  increased
$1,330 or 9.4%.

                                       12
<PAGE>
     Canada's  Segment  Results - Comparison of the three months ended March 31,
2001 to the three months ended March 31, 2000. Net sales decreased $0.4 million,
primarily as the number of weeks sold decreased  17.6%.  However,  the number of
sales  not  yet  meeting  requirements  for  revenue  recognition  increased  by
approximately 40 Vacation  Intervals or $0.6 million in Vacation Interval sales.
The increase in deferred  sales  resulted  primarily  from titles which have not
been received on the underlying  units.  Operating income decreased $0.5 million
in conjunction with reduced sales and an increase in marketing personnel.

Consolidated Results

     Comparison  of the three  months  ended March 31, 2001 to the three  months
ended March 31, 2000.

     Vacation Interval sales increased by approximately $2.8 million,  or 15.3%,
from  approximately  $18.0  million for the three months ended March 31, 2000 to
approximately  $20.8 million for the three months ended March 31, 2001. Vacation
Interval  sales  increased as the number of weeks sold increased by 83, or 6.5%,
from  1,278 for the three  months  ended  March 31,  2000 to 1,361 for the three
months ended March 31, 2001. Additionally, the average price increased $1,178 or
8.4% from  $14,093 for the three  months ended March 31, 2000 to $15,271 for the
three months ended March 31, 2001.

     Rental and service fee income  increased by $1.1 million,  or 44.8% for the
three months ended March 31, 2001 compared to the comparable  prior year period.
The  increase  results  primarily  from an increase of  approximately  4,200 new
members  paying  service fees during the first three months of 2001  compared to
the  prior  year  period.   Additionally,   rental  income  increased  with  the
availability of rentals at Cimarron and Zihuatanejo.

     Interest income on Vacation Interval receivables  decreased by $0.3 million
or 13.6% for the three  months  ended March 31, 2001  compared to the prior year
period.   The  Company  records  UDI  inflation  impact  on  Vacation   Interval
receivables  as interest  income,  and this increase was $0.4 million lower when
compared to the prior year.

     Other  income  increased   approximately   $0.2  million  or  34.6%,   from
approximately  $0.7  million  for the  three  months  ended  March  31,  2000 to
approximately   $0.9  million  for  the  three  months  ended  March  31,  2001.
Approximately  $0.3  million  relates to gains  from the sale of  Company  owned
houses.

     Advertising,  sales and  marketing  expense  increased  approximately  $2.0
million,  or 26.4%, from  approximately  $7.6 million for the three months ended
March 31, 2000, to  approximately  $9.6 million for three months ended March 31,
2001,  primarily  associated  with the  higher  level of sales in  Mexico.  As a
percent of Vacation Interval sales,  advertising,  sales and marketing increased
from  approximately  42.2%  for  the  three  months  ending  March  31,  2000 to
approximately  46.3% for the three months ended March 31, 2001.  Contributing to
the higher  percentage  in 2001 is the decrease in sales in Canada (see Canada's
segment results above) and a slightly higher overall cost of advertising,  sales
and marketing to vacation interval sales in Mexico.

     Maintenance and energy expenses increased  approximately  $1.3 million,  or
46.5%,  from  approximately  $2.8  million for the three  months ended March 31,
2000, to  approximately  $4.1 million for the three months ended March 31, 2001.
The  increase  in  expenses  was  caused  by  maintenance  and  energy  expenses
associated  with the purchase of the Westin  Whistler  units in March 2000,  the
Cimarron  acquisition in May 2000, the addition of 42 units previously leased to
Westin and higher  occupancy rates in Mexico.  Also, costs increased as a result
of costs associated with a higher membership base.

     Interest  expense was  approximately  $0.2  million less in the first three
months of 2001 as compared to the first three  months of 2000 due  primarily  to
the $5.5 million decrease in Senior Notes between periods.  The weighted average
interest rate  decreased  0.3% from March 31, 2000 to March 31, 2001, as well as
the weighted average debt decreased $7.1 million, respectively.

     Foreign currency  exchange loss was  approximately  $0.2 million during the
first three  months of 2001  compared to a gain of  approximately  $0.8  million
during the first three months of 2000. The increase in the loss between  periods
occurred due to a weaker peso against the U.S. dollar during the three months of
2001 compared to the prior year period.

                                       13
<PAGE>
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, 2001  weakened  when  compared to the average
monthly  peso  exchange  rate for the three  months  ended March 31,  2000.  The
Company  estimates that current period costs settled in Mexican pesos  decreased
by approximately  3.1% because of fluctuations in the average peso exchange rate
between periods. In addition, the Company estimates that inflation in Mexico was
approximately  7.2% since March 2000.  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, 2001 BALANCE SHEET AMOUNTS TO DECEMBER 31, 2000 BALANCE
SHEET AMOUNTS

     Vacation  Interval  receivables  and  other  trade  receivables   increased
approximately $5.2 million from  approximately  $76.1 million as of December 31,
2000 to  approximately  $81.3  million as of March 31,  2001.  The  increase  in
Vacation  Interval  receivables is related to the increase in the level of sales
financing with approximately 312 additional loans.

     Cost of unsold vacation  ownership  intervals and related club  memberships
(unit inventory)  decreased  approximately $3.8 million from approximately $13.3
million as of December  31, 2000 to  approximately  $9.5 million as of March 31,
2001.  The sale of units reduced unit inventory by  approximately  $5.1 million,
which was offset by  purchases  by Whiski Jack in Canada of  approximately  $0.4
million,  and the  remainder  primarily  from  reinstatement  of inventory  from
defaulting owners in Mexico.

     Taxes  Payable  increased  $4.2  million  from $0.9 million to $5.1 million
primarily  due to receipt of a refund  relating to prior  period VAT taxes paid,
resulting in a current year net liability.

     Unearned   service   fees   increased   approximately   $4.7  million  from
approximately $2.8 million as of December 31, 2000 to approximately $7.5 million
as of March 31, 2001.  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 Company also
generates cash through loans secured by Vacation Interval receivables.  At March
31, 2001,  the Company had $82.5  million of Vacation  Interval  receivables  of
which   approximately  $41.7  million  are  currently  pledged.  At  such  date,
approximately:  (i)  47% of  Vacation  Interval  receivables  were  U.S.  dollar
denominated,  (ii) 37% of Vacation  Interval  receivables  were  denominated  in
UDI's,  an  obligation  denominated  in pesos  which  is  adjusted  for  Mexican
inflation,  (iii) 11% of  Vacation  Interval  receivables  were  denominated  in
Mexican  pesos and 5% 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 actively pursuing financing for
development  of the Los Cabos  land.  In  addition,  the  Company is  evaluating
several  strategic  partnership  opportunities,  but it  likewise  has  no  firm
agreements relating to any such potential strategic partnership opportunities.

     The Company has planned 2001 capital  expenditures  of  approximately  $3.6
million.  These  expenditures  include the  development  of sales and  marketing
programs,   MIS/IT,   accounting   software  and  other   office

                                       14

<PAGE>
improvements.  Additionally,  the Company has 2001 planned  expenditures for the
purchase  of  Vacation  Interval  inventory  in  Palm  Springs,  California  and
Whistler,  British Columbia.  The expenditures for purchases of the Palm Springs
inventory  are incurred  only as the  inventory is required when the sale of the
underlying  timeshare is finalized  pursuant to the agreement  with the original
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 2001 planned expenditures for inventory are $18
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.  The Cabos project is included  conditionally in
the Company's 2001 plan, subject to obtaining such financing.  Also, the Company
will  expend  approximately  $3.7  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,  2001,  the  Company  had  remaining  inventory  of  developed
Vacation  Interval  weeks of 2,627  weeks for Club  Regina in Mexico,  including
Cimarron  and units at the Westin  Whistler  Hotel held for sale by Club Regina,
and 463 weeks for Whiski Jack in Canada.  Based on  historical  sales levels and
planned sales for 2001, the remaining  inventory for Club Regina and Whiski Jack
will provide approximately 6 months and 7 months, respectively, of inventory for
sales in 2001. Also, at March 31, 2001, the Company had  approximately  1,200 of
remaining  developed  Vacation  Interval  weeks at Teton Club joint  venture and
anticipates  it will  sell  this  remaining  inventory  by the end of 2003.  The
Company  plans  to  increase  its  Vacation  Interval  weeks  inventory  through
development of additional  properties and making  acquisitions in the short term
such as Diamonds' Polo Resorts and Kona Reef Resorts interval weeks,  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 capital test, a maximum general  administrative  and
sales  expenses to Vacation  Interval  sales ratio test and a minimum  "Adjusted
Current  Assets" to  "Adjusted  Current  Liabilities"  ratio (as each is defined
therein).  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
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, 2001 and December 31, 2000, the Company had outstanding  $94.5
million of 13% Senior Notes,  $14.8 million and $19.0 million  outstanding under
the FINOVA line of credit that bears interest at 10.25% and 11.4%, $14.6 million
and $12.7 million  outstanding under the Textron credit line that bears interest
at 10.6% and 11.5%, $2.3 million and $4.8 million outstanding under the Bancomer
loan that bears  interest at 12%, $4.0 million and $4.1 million  mortgage  notes
payable that bears interest at an average  interest rate of 11.7% and 11.4%, and
$4.4 million and $5.6  million of bank and other debt that bears  interest at an
average  interest rate of 11.7% and 12.6%.  Approximately  $15.8  million,  $8.9
million,  $7.4  million,  $99.3  million,  $2.6  million and $0.7 million of the
outstanding debt which has stated repayment  amounts is due in 2001, 2002, 2003,
2004, 2005 and thereafter,  respectively.  In addition to such debt, the Company
has $5.8 million of Pay-in-Kind  Preferred Stock  outstanding at March 31, 2001.
The  Pay-in-Kind  Preferred  Stock is redeemable at any time before  December 1,
2004, 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 paid monthly on all debt obligations of the Company. At March
31, 2001, the Company had $4.0 million of accrued and unpaid  interest on Senior
Notes.  As of March 31, 2001, the Company was not in compliance  with the FINOVA
loan covenant related to the ratio of administrative, sales and

                                       15

<PAGE>
marketing  expenses to Vacation  Interval sales and the net worth covenant,  but
obtained timely waivers for such non-compliance.

     At March 31, 2001, the Company was, and continues to be, highly  leveraged,
with  substantial  debt service  requirements.  As discussed  above, the Company
incurs significant liquidity needs to fund its semi-annual Senior Notes interest
payments  due June 1 and  December  1. A  significant  portion of the  Company's
assets is pledged against existing  borrowings.  The Company has a shareholders'
deficit, has incurred losses since its inception and expects to incur a net loss
for fiscal 2001. To achieve  profitable  operations,  the Company is principally
dependent on its ability to restructure its Senior Notes with a reduction in the
principal  amount  outstanding  and to attract  new equity or equity  equivalent
capital.  The Company expects that it will obtain  sufficient  additional credit
capacity or equity capital or complete a debt restructuring, sale of assets or a
combination  of the  foregoing to meet its debt service  obligations,  including
interest  payments on its Senior Notes through  first quarter 2002.  The Company
has  historically  incurred debt and issued  equity  securities to fund negative
cash flows from  operating  activities  and to make the  payments on  previously
incurred debt  obligations.  The Company also expects to be able to fund capital
requirements  from anticipated  capital project  financings,  which have not yet
been  negotiated.  However,  should  the  Company  not be able  to  successfully
negotiate  additional  credit  capacity,  there is no assurance that the Company
would be able to meet all of its short-term debt service  obligations  unless it
liquidates assets and reduces the size of its operations.

     The  Company's  borrowing  capacities  under the FINOVA and  Textron  notes
receivable  based  credit  facilities  are  $20.0  million  and  $18.0  million,
respectively.  The Company estimates that based on Vacation Interval receivables
not  currently  pledged,  approximately  $3.0 million and $2.0 million under the
FINOVA  and  Textron  lines of  credit  respectively,  at March 31,  2001,  were
available for borrowing under the credit facilities.  Additionally,  the Company
has available $20.0 million of notes receivable based facility  capacity through
the Cimarron Project  Development,  Management and Sales Agreement.  This credit
facility with Textron can be utilized only in conjunction  with the credit sales
of inventory  acquired through the Cimarron agreement and outstanding loans bear
interest at a  fluctuating  base rate based on Chase  Manhattan  Bank prime rate
(8.5% at March 31, 2001) plus 225 basis points. Textron will lend 90% on pledged
notes receivable  denominated in United States dollars and held by United States
residents.  Borrowings  can be made under this  facility for 24 months after the
date of the first draw, and the facility matures five years from the date of the
first draw. No advances have been made under the receivables credit facility.

     The  Company  plans  payment of the June  Senior  Notes  interest  based on
available cash and existing  credit  capacity  under current  credit lines.  The
payment of the December  Senior Notes interest will require  modification to the
terms of current credit agreements  although the Company is currently working on
a  restructure  on a portion  of the Senior  Notes that would  reduce the amount
required for the December  interest  payment.  The  modifications  to its credit
agreements  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/or  expanding the borrowing limit. The Company is
currently  evaluating  several  alternatives for meeting this additional working
capital  need  and  is  in  discussions   and   negotiations   regarding   these
modifications and restructurings. However, these discussions and negotiations as
well as  discussions  with  new  financing  sources  have  not yet  resulted  in
commitments that will satisfy the Company's 2001 working capital needs.

     On a long-term basis, the Company has debt maturities of $8.9 million, $7.4
million,  $99.3 million, $2.6 million and $0.7 million in 2002, 2003, 2004, 2005
and thereafter, respectively. In order to meet obligations in the long-term, the
Company will need to achieve  profitable  operations,  reduce its high  leverage
position and expand and extend its current credit facilities. Should the Company
not achieve one or more of these  requirements the Company's ability to continue
to operate would be jeopardized.

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

     As part of the Teton Club financing arrangement with FINOVA, the Company is
directly  obligated for 25% of the construction  loan,  pre-sale working capital
loan and receivables  loan not repaid by the Teton Club, and is also responsible
for any working capital deficits at the Teton Club.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Not applicable

                                       16
<PAGE>
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

    None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    None

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

    None


ITEM 5.  OTHER INFORMATION

    None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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

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

(b)      Reports on Form 8-K.

    None


                                       17
<PAGE>


                                   SIGNATURES


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


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




Date: May 15, 2001                     By:         /S/ George E. Aldrich
                                                 --------------------------
                                                      George E. Aldrich
                                                    Senior Vice President
                                                  - Finance and Accounting
                                                 (Principal Accounting Officer)






                                       18
<PAGE>


                                  EXHIBIT INDEX

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

 + File herein