<Page>


                       US SECURITIES & EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

(X) Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 2001.

( ) Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from       to        .

                         Commission File Number 0-24185

                         CENTRAL AMERICAN EQUITIES CORP.

      Florida                                         65-0636168
      (State or other jurisdiction of     (IRS Employer Identification Number)
      incorporated or organization)

                         Hotel Alta, Alto de las Palomas
                              Santa Ana, Costa Rica
           (Mailing: POB 718/1260 Plaza Colonial, Escazu, Costa Rica)
                    (Address of Principal Executive Offices)

                               +011 (506) 282-4160
              (Registrant's telephone number, including area code)

                Securities registered under Section 12(b) of the
                                 Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                      Class A Common Stock, $.001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for
such shorter period that registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past ninety (90) days.
YES (X) NO ( ).

The number of shares outstanding of each of the issuer's classes of common
equity:

            14,739,268 Shares Class A Common Stock, $.001 par value
(Number of shares outstanding of each of the Registrant's classes of common
stock.)

            Transitional Small Business disclosure format (check one)
                                 YES [X] NO [ ]

                      DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB of Registrant for the year ended December 31, 1998,
1999, 2000


<Page>


                          PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION

Central American Equities Corp. (the "Company" or "CAE") is a US hospitality
company, based in Irvine, California and incorporated in the State of Florida.
The Company owns and operates hotels, restaurants, and real property in Costa
Rica. All CAE activities are related to the Company's hotels in Costa Rica, and,
as such, are reported as one operating segment (per FASB Statement No. 131).
Financial statements follow.








                                      -2-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                    Unaudited

                                     ASSETS

<Table>
<Caption>


                                                                             SEPT.30, 2001  DECEMBER 31, 2000
                                                                             -------------  -----------------
<S>                                                                           <C>             <C>
Current assets
  Cash and cash equivalents                                                   $     14,248    $     15,901
  Account receivable                                                                78,101          37,073
  Inventory                                                                         15,613          11,074
  Prepaid expenses                                                                     780          14,704
                                                                              ------------    ------------

                                                                                   108,743          78,752
                                                                              ------------    ------------
Buildings and equipment,
 Net of depreciation                                                             7,019,059       7,870,851
                                                                              ------------    ------------

Other assets
  Long-Term Assets                                                                 485,332               0
  Other Assets                                                                       4,801           4,801
                                                                              ------------    ------------
                                                                                   490,133           4,801

Total assets                                                                  $  7,617,935    $  7,954,404
                                                                              ============    ============

<Caption>

                       LIABILITY AND STOCKHOLDERS' EQUITY

<S>                                                                           <C>             <C>
Current liabilities
  Accounts payable                                                            $    267,737    $    329,149
  Accrued expenses                                                                 296,682         113,600
                                                                              ------------    ------------

                                                                                   564,419         442,749
                                                                              ------------    ------------
Other liabilities
  Long term debt                                                                   542,300         545,635
  Due to officers                                                                  293,360         498,360
                                                                              ------------    ------------

                                                                                 1,400,079       1,043,995

Stockholders' equity
 Common stock - $.001 par value; 20,000,000
   Authorized, 12,230,252 issued and outstanding                                    14,739          14,739
 Preferred stock - $.001 par value; 1,000,000
   shares authorized, 0 issued and outstanding                                          --              --
  Additional paid-in capital                                                    10,149,816      10,149,816
  Unrealized gain on foreign exchange                                               23,925          41,066
  Retained deficit                                                              (3,970,623)     (3,737,961)
                                                                              ------------    ------------

                                                                                 6,217,857       6,467,660
                                                                              ------------    ------------

Total liabilities and stockholders' equity                                    $  7,617,935    $  7,954,404
                                                                              ============    ============
</Table>



                 See Notes to Consolidated Financial Statements


                                      -3-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                    Unaudited


<Table>
<Caption>

                                                                       For the Three
                                  For the Nine Months Ended             Months Ended
                                       September 30,                    September 30,
                                  2000             2001            2000            2001
                              ------------    ------------    ----------------------------

<S>                           <C>             <C>             <C>             <C>
Revenues                      $  1,238,003    $    883,499    $    202,196    $    216,637

Cost of services                   208,875         444,953          45,577         137,115
                              ------------    ------------    ------------    ------------

Gross profit                     1,029,128         438,546         156,619          79,522
                              ------------    ------------    ------------    ------------

Operations
 General and administrative      1,023,547         477,286         359,970         136,921
 Depreciation                      164,252         101,951          43,433          33,500
                              ------------    ------------    ------------    ------------

                                 1,187,799         579,237         403,403         170,421
                              ------------    ------------    ------------    ------------

Other expense
 Interest expense                  306,055          92,131          52,443          30,418
 Loss on foreign exchange               --              --              --              --
                              ------------    ------------    ------------    ------------

                                   306,055          92,131          52,443          30,418
                              ------------    ------------    ------------    ------------
Total Expenses                   1,493,854       1,116,161         455,846         337,954
                              ------------    ------------    ------------    ------------

Net Income (loss)                 (464,726)       (232,662)       (299,227)       (121,317)
                              ============    ============    ============    ============

Net Loss per Share            $      (.035)   $      (.015)   $       (.02)   $      (.008)
                              ============    ============    ============    ============

Weighted average share of
 common stock outstanding       13,066,591      14,739,268      14,739,268      14,739,268
                              ============    ============    ============    ============
</Table>


                 See Notes to Consolidated Financial Statements


                                      -4-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                             Statements of Cash Flow
                     For the Nine Months Ended September 30,
                                    Unaudited

<Table>
<Caption>

                                                  2000           2001
                                              ------------   ------------
<S>                                           <C>            <C>
Cash flows from operating activities:
 Net Income (Loss)                            $  (464,726)   $  (232,662)

Adjustments to reconcile net loss to
 net cash provided by operating activities:

  Unrealized Loss on Foreign Exchange                 714        (17,141)
  Depreciation and amortization                   164,252        101,792
 Increase (decrease) in:
  Accounts receivable                             (43,073)       (41,028)
  Inventory                                       (22,129)        (4,539)
  Prepaid expense and other                       (13,576)        13,924
 (Increase) decrease in:
  Accounts payable                                 92,573         (6,744)*
  Accrued expenses                                172,154        183,082
                                              -----------    -----------

Net cash provided by operating activities:       (113,811)        (3,317)
                                              -----------    -----------

Cash flows from investing activities:
  Capital expenditures                            (15,952)
                                              -----------    -----------

Net cash used in investing activities             (15,952)
                                              -----------    -----------

Cash flows from financing activities:
  Proceeds from loans
  Proceeds from loans from officers               128,916
  Payment of loans                              1,254,508
  Proceeds from issuance of common stock            2,509
  Proceeds from additional paid-in capital      1,251,999
                                              -----------    -----------

Net cash provided by financing activities:        128,916
                                              -----------    -----------

Net increase (decrease) in cash                      (847)        (1,653)

Cash - beginning of period                         24,869         15,901
                                              -----------    -----------

Cash - end of period                          $    24,022    $    14,248
                                              ===========    ===========
</Table>


Note: (*) Cash flow changes for accounts payable have been adjusted for a
non-cash change of $54,668. This amount was payable in salary owed to the CEO of
the Company and eliminated by the passage of title for Sunset Reef. See Note 7
of the Notes to Consolidated Financial Statements.

                 See Notes to Consolidated Financial Statements


                                      -5-
<Page>

<Table>
<Caption>

Supplemental Disclosure of Cash Flow Information:

<S>                                           <C>            <C>
   Interest paid                              $   306,055    $     92,131
                                              ===========    ============

   Income taxes paid                          $        --    $         --
                                              ===========    ============
</Table>



                 See Notes to Consolidated Financial Statements


                                      -6-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 1  SUMMARY OF ACCOUNTING POLICIES

        NATURE OF BUSINESS

        Central American Equities Corp. and Subsidiaries (the "Company") was
        incorporated under the laws of the State of Florida on January 23, 1996.
        The Company provides an integrated eco-vacation experience in Costa
        Rica, and is in the business of owning and operating hotels and real
        property in Costa Rica.

        In December of 1996, the Company entered into an agreement for the
        exchange of common stock ("Exchange Agreement") with Cal Tico, L.P.,
        Ecolodge Partners, L.P. and Marine Lodge Partners, L.P. (Partnership).
        Pursuant to the exchange agreement, the company issued 7,756,885 and
        3,099,392 shares of common stock to limited partners and the general
        partners, respectively, of the partnerships. In exchange for the shares,
        the partnership transferred all of their interests (i.e. 100% of the
        outstanding common stock) in the following Costa Rican corporations:
        Hoteleria Cal Tico, S.A.; Bandirma, S.A.; Sociedad Protectora De La
        Fuana y Flora Marintima De Mal Pais, S.F.; Ecoprojecto San Luis, S.A.
        and Confluencia, S.A.

        Cal Tico, L.P. was a California limited partnership that was formed in
        July 1992 to raise $2 million to purchase the land and construct Hotel
        Alta. Cal Tico, L.P. owns 100% of the stock in Hoteleria Cal Tico, S.A.,
        a Costa Rican corporation. Hoteleria Cal Tico, S.A, owns the land and
        buildings at Hotel Alta.

        Ecolodge Partners, L.P. was formed in July 1993 to raise a total of $1.3
        million in a private placement offering to purchase the land and
        construct the Ecolodge San Luis and Biological Station. Ecolodge
        Partners was a California limited partnership that own all of the stock
        in Ecoproyecto San Luis, S.A. and Confluencia San Luis, S.A., the two
        Costa Rican companies that own the Ecolodge land and buildings.

        MarineLodge Partners L.P. was formed in March 1995 to raise $1 million
        for the purchase and renovation of the Sunset Reef. MarineLodge Partners
        was a California limited partnership. MarineLodge Partners owned 100% of
        the stock in Bandirma, S.A. Bandirma owns: a)90% of the Sociedad
        Protectora De La Fauna y Flora Maritima de Mal Pais S.A., a Costa Rican
        corporation which owns the land and buildings at Sunset Reef, and b)100%
        of Muxia, S.A. which owns 100% of the land and buildings at Playa
        Carmen.

        BASIS OF CONSOLIDATION

        The consolidated financial statements include the consolidated accounts
        of Central American Equities Corp. and its subsidiaries. Hoteleria Cal
        Tico, S.A., Bandirma, S.A., Sociedad Protectora De La Fuana y Flora
        Marintima De Mal Pais, S.F., Ecoprojecto San Luis, S.A. and Confluencia,
        S.A. are held 100% by the Company. All intercompany transactions and
        accounts have been eliminated in consolidation.

        CASH AND CASH EQUIVALENTS

        For purposes of the statement of cash flows all certificates of deposits
        with maturities of 90 days or less, were deemed to be cash equivalents.


                                      -7-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

        PROPERTY AND EQUIPMENT

        Property and equipment are recorded at cost less accumulated
        depreciation. Depreciation is computed provided using the straight-line
        method over the estimated useful lives of five for equipment, seven
        years for furniture and fixtures and forty years for buildings and
        improvements.

        Repairs and maintenance costs are expensed as incurred while additions
        and betterments are capitalized. The cost and related accumulated
        depreciation of assets sold or retired are eliminated from the accounts
        and any gain or losses are reflected in earnings.

        ESTIMATES

        Preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and disclosures of contingent assets and liabilities at the date of the
        financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.

        ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 123

        In 1997, the Company adopted Statement of Financial Accounting Standards
        No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS
        123 encourages, but does not require companies to record at fair value
        compensation cost for stock-based compensation plans. The Company has
        chosen to account for stock-based compensation using the intrinsic value
        method prescribed in Accounting Principles Board Opinion No. 25,
        "Accounting for Stock Issued to Employees" and related interpretations.
        Accordingly, compensation cost for stock options is measured as the
        excess, if any, of the quoted market price of the Company's stock at the
        date of the grant over the amount an employee must pay to acquire the
        stock. The difference between the fair value method of SFAS-123 and APB
        25 is immaterial.

        ADOPTION OF STATEMENT OF POSITION 98-5

        In April 1998, the American Institute of Certified Public Accountants
        issued Statement of Position 98-5, Reporting the Costs of Start-Up
        Activities, which requires that costs related to start-up activities be
        expensed as incurred. Prior to 1998, the Company capitalized its
        organization costs. The Company adopted the provisions of the SOP in its
        financial statements for the year ended December 31, 1998. The effect of
        adoption of SOP 98-5 was to record a charge for the cumulative effect of
        an accounting change of $235,605 ($.02 per share), to expense costs that
        had been previously capitalized prior to 1998.

        ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 128

        In February 1997, the Financial Accounting Standards Board (FASB) issued
        Statement of Financial Accounting Standards No. 128, "Earnings per
        Share" (SFAS 128). SFAS 128 changes the standards for computing and
        presenting earnings per share (EPS) and supersedes Accounting Principles
        Board Opinion No. 15, "Earnings per Share." SFAS 128 replaces the
        presentation of primary EPS with a presentation of basic EPS. It also
        requires dual presentation of basic and diluted EPS on the face of the
        income statement for all entities with complex capital structures and
        requires a reconciliation of the numerator and denominator of


                                      -8-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

        the basic EPS computation to the numerator and denominator of the
        diluted EPS computation. SFAS 128 is effective for financial statements
        issued for periods ending after December 15, 1997, including interim
        periods. This Statement requires restatement of all prior-period EPS
        data presented.

        ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 128

        As it relates to the Company, the principal differences between the
        provisions of SFAS 128 and previous authoritative pronouncements are the
        exclusion of common stock equivalents in the determination of Basic
        Earnings Per Share and the market price at which common stock
        equivalents are calculated in the determination of Diluted Earnings Per
        Share.

        Basic earnings per common share is computed using the weighted average
        number of shares of common stock outstanding for the period. Diluted
        earnings per common share is computed using the weighted average number
        of shares of common stock and dilutive common equivalent shares related
        to stock options and warrants outstanding during the period.

        The adoption of SFAS 128 had no effect on previously reported loss per
        share amounts for the year ended December 31, 1997. For the years ended
        December 31, 1999 and 1998, primary loss per share was the same as basic
        loss per share and fully diluted loss per share was the same as diluted
        loss per share. A net loss was reported in 1998 and 1997, and
        accordingly, in those years the denominator was equal to the weighted
        average outstanding shares with no consideration for outstanding options
        and warrants to purchase shares of the Company's common stock, because
        to do so would have been anti-dilutive. Stock options for the purchase
        of 357,500 shares at December 31, 1998 were not included in loss per
        share calculations, because to do so would have been anti-dilutive.

        REVENUE RECOGNITION

        The Company records revenue at the point of service and maintains its
        corporate records for both financial statement and tax return purposes
        on the accrual method of accounting.

        FOREIGN EXCHANGE

        Assets and liabilities of the Company, which are denominated in foreign
        currencies, are translated at exchange rates prevailing at the balance
        sheet date. Revenues and expenses are translated at average rates
        throughout the period.

        FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying amount of the Company's financial instruments, which
        principally include cash, note receivable, accounts payable and accrued
        expenses, approximates fair value due to the relatively short maturity
        of such instruments.

        The fair value of the Company's debt instruments are based on the amount
        of future cash flows associated with each instrument discounted using
        the Company's borrowing rate. At June 30, 2001 and December 31, 2000,
        respectively, the carrying value of all financial instruments was not
        materially different from fair value.

        INCOME TAXES

        The Company has net operating loss carryovers of approximately $3.5
        million as of December 31, 2000, expiring in the years 2012 through
        2013. However, based upon present Internal Revenue regulations governing
        the utilization of net operating loss carryovers where


                                      -9-
<Page>


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

        the corporation has issued substantial additional stock, most of this
        loss carryover may not be available to the Company.

        The Company adopted Statement of Financial Accounting Standards (SFAS)
        No. 109, Accounting for Income Taxes, effective July 1993. SFAS No.109
        requires the establishment of a deferred tax asset for all deductible
        temporary differences and operating loss carryforwards. Because of the
        uncertainties discussed in Note 2, however, any deferred tax asset
        established for utilization of the Company's tax loss carryforwards
        would correspondingly require a valuation allowance of the same amount
        pursuant to SFAS No. 109. Accordingly, no deferred tax asset is
        reflected in these financial statements.

Note 2 - GOING CONCERN

        As shown in the accompanying financial statements, the Company incurred
        a net loss during the nine month period ended September 30, 2001.

        The Company has received additional financing, continues to control
        expenses, and evaluates the ongoing performance of the Company's assets.
        The ability of the Company to continue as a going concern is dependent
        on the success of application and techniques. The financial statements
        do not include any adjustments that might be necessary if the Company is
        unable to continue as a going concern.

Note 3 - PROPERTY AND EQUIPMENT

        As of June 30, 2001 plant and equipment consisted of the following:

<Table>

<S>                                                        <C>
        Land                                               $ 1,445,344
        Buildings                                            6,670,904
        Machinery and equipment                                129,963
        Furniture and fixtures                                 382,180
        Computer equipment                                      92,116
                                                           -----------
                                                             8,720,507

        Less accumulated depreciation                          951,448
        Less loss of asset                                     750,000
                                                           -----------

                                                           $ 7,019,059
                                                           ===========
</Table>

  Note 4 - NOTES PAYABLE

        The Company has $481,376 outstanding against a $500,000 line of credit
        with Commerce Overseas Bank, which bears interest at the prime rate plus
        3%. Interest only is payable on the last day of each month. Principal
        payments were to begin on January 10, 2000 in monthly installments of
        $38,462, however, payments are being renegotiated. The funds advanced
        under this line of credit were utilized to supplement cash flow for
        operating expenses and construction costs. The note is collateralized by
        property of the Company.

        Notes payable as of September 30, 2001 are as follows:

           Note payable to sole shareholder dated July 21, 2000
           with interest at 21% due                                       42,300

           Note payable to sole shareholder dated November 30, 2000
           with interest at 6% due on                                    132,700


                                      -10-
<Page>



                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

           Note payable to sole shareholder dated September 15, 2000 with
               interest at 6% due on                                     149,660

           Note payable to sole shareholder dated July 15, 2000 with
               interest at 6% due on                                       6,000

           Note payable to sole shareholder dated May 8, 2001 with
               interest at 6% due on                                       5,000


Note 5 - COMMITMENTS

        The Company leases land under an agreement for a term from June 15, 1998
        to June 14, 2001. The Company has an option to buy this property for
        $283,040 if purchased on June 15, 2001. The Company is currently
        renegotiating this lease. Minimum rentals in the next year are as
        follows:

                           December 31,                     Amount
                           ------------                   ---------

                           2001                              7,500
                                                           -------

                                                           $ 7,500
                                                           =======

Note 6 - BUSINESS COMBINATION

        On December 6, 1996 the Company entered into an agreement for the
        exchange of common stock ("Exchange Agreement") with Cal Tico, L.P.,
        Ecolodge Partners, L.P. and Marine Lodge Partners, L.P. ("Partnership").
        Pursuant to the exchange agreement, the Company issued 7,756,885 and
        3,099,392 shares of common stock to the limited partners and the general
        partners, respectively, of the partnerships. In exchange for the shares,
        the partnership transferred all of their interests (i.e. 100% of the
        outstanding common stock) in the following Costa Rican corporations:
        Hotelera Cal Tico, S.A.; Bandirma, S.A.; Sociedad Protectora De La Fuana
        y Flora Marintima De Mal Pais, S.F.; Ecoprojecto San Luis, S.A. and
        Confluencia, S.A. The acquisition has been accounted for as a purchase
        transaction and, accordingly, the fair value of the Company's stock that
        was issued was allocated to assets and liabilities based on the
        estimated fair value as of the acquisition date.

Note 7 - LOSS OF ASSET

        On January 5, 2001, the title for Sunset Reef Marine Hotel passed to
        Rosenmiller and Caggiano. At such date the Company entered into an
        agreement with the option to purchase Sunset Reef Marine Hotel for
        $271,000. The option will expire February 5, 2002. The Company has also
        reached an agreement to rent Sunset Reef Marine Hotel at the rate of
        $1,000 per month until February 5, 2002. Finally, if the option to
        purchase is not exercised or extended, any amounts received from the
        sale of the property beyond the amounts due to Rosenmiller and Caggiano
        plus fees and interest will be paid to the Company. These transactions
        were recorded on the balance sheet as follows: (a) Sunset Reef, valued
        at $750,000, was removed as an asset and (b) $485,332, (the $750,000
        value of Sunset Reef less the amount owed to Rosenmiller and Caggiano)
        is added to the balance sheet as a long-term asset. Additionally, debt
        to officers was reduced by $210,000. Accounts payable was also reduced.


                                      -11-
<Page>


ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

The following is management's discussion and analysis of significant factors
which have affected the Company's financial position and operations during the
nine month period ended September 30, 2001.

OVERVIEW

Central American Equities Corp. (the "Company" or "CAE") is a US hospitality
company, based in Irvine, California and incorporated in the State of Florida on
January 23, 1996. The Company specializes in providing high-quality food and
lodging in unique natural settings in Costa Rica. The company is in the business
of owning and operating hotels and restaurants and real property in Costa Rica.
All CAE activities are related to the Company's hotels in Costa Rica, and, as
such, are reported as one operating segment (per FASB Statement No. 131).

CAE includes among its assets in Costa Rica two hotels: Hotel Alta in Santa Ana
(a suburb of the capital city of San Jose), Ecolodge San Luis and Biological
Station (in the San Luis Valley near the world famous Monteverde Cloud Forest).
It rents Hotel Sunset Reef on the Pacific Ocean in Mal Pais adjacent to the
protected Cabo Blanco Reserve (Note 7 from the financial statements). CAE also
owns La Luz Restaurant (located in Hotel Alta), Restaurant Playa Carmen (on the
beach near Sunset Reef), and a reservation, travel planning and marketing
operation located within Hotel Alta. The Company has approximately 70 full and
part-time employees.

All Company facilities, except for Restaurant Playa Carmen, were open and
operating by the beginning of 1998 (the first full year of operations). During
part of the nine-month period ended September 30, 2001, the Company rented out
the 100-seat restaurant at Playa Carmen. The Company plans to open and operate
Restaurant Playa Carmen beginning in November 2001.

RESULTS OF OPERATIONS

COMPARISON OF OPERATIONS FOR THE 3-MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND
2000

The three-month period reported in this 10-QSB encompasses the traditional low
season when travel to Costa Rica declines markedly. This year the Company has
been additionally challenged by lower travel demand brought on by the terrorist
attacks of September 11. However, during the three-month period ended September
30, management decisions to cut costs (reported below under the section below
entitled "Strategic Regrouping") have helped ease the usual cash-flow pressure
historically generated by the drop in demand for hotel rooms.

During the three-month period ended September 30, 2001, total sales revenue was
$216,637, an increase of 7.1% from the same period in 2000. During the
three-month period ended September 30, 2001, total operational expenses (cost of
services and operational costs) were $274,036. This represents a decline in
expenses of approximately $131,511 or 32% from the same period in 2000. During
the three-month period ended September 30, 2001 the Company lost approximately
$57,000 (before depreciation of about $33,500 and interest costs of about
$30,000). The net loss, including depreciation and interest, was about $121,000.
During the same period in 2000, the Company's net loss was approximately
$300,000.


                                      -12
<Page>

STRATEGIC REGROUPING

The first seven months of 2001 represented a time of strategic regrouping for
the Company. Although the Company went public in August 2000, it was unable to
raise funds necessary for working capital or expansion through the sale of stock
during the subsequent twelve-month period. As a consequence, limited cash flow
required the Company to reduce expenditures, including reductions in personnel,
advertising, and marketing. During the first seven months of 2001, additional
staff reductions were made in management including the contracting out of
internal accounting services. In July, management revamped the marketing and
sales department and dismissed the general manager of Hotel Alta .

A reduction in marketing, coupled with a slowing of the American economy (more
than 75% of tourists and business travelers to the Company's hotels come from
the United States) and an increase in competition from other hotels and
restaurants, affected occupancy at the Company's hotels during the nine-month
period ended September 30, 2001. This reduction was exacerbated by a sharp drop
in travel to Costa Rica immediately following the terrorist events of September
11. It is unknown how quickly travel to Costa Rica will return to previous
levels.

During the first six months of 2001, growth in occupancy at Sunset Reef was flat
and at Hotel Alta, occupancy declined slightly (particularly in February and
March). Competitive pressure from several recently opened restaurants in the
Santa Ana-Escazu area also contributed to a decline in restaurant revenues at
Restaurante La Luz (in Hotel Alta). Significantly, continued declines in
occupancy and revenue at Ecolodge San Luis over the last 12 months have caused
the Company to evaluate its ability to make a profit on this facility. The
Company is currently in discussion with several potential buyers concerning the
sale of the Ecolodge, one of which has negotiated an option to purchase the
Ecolodge.

During the nine-month period ended September 30, total assets for the Company
declined by approximately $336,000. The balance sheet reflects the loss of a
Company asset. In November 1999, the Company agreed to a note in the amount of
$210,000 payable to a director of the Company, O. Fred W. Rosenmiller. The note
was collateralized by Company property, Sunset Reef Marine Hotel. At the time of
the agreement, the Company also used the Sunset Reef property as
collateralization for salary past due for the President of the Company, Michael
Caggiano, in the amount of $54,668 (see Note 7 in the Financial Statements). It
is management's intention to pay the loan collateralized with Sunset Reef and
return Sunset Reef to the balance sheet if it achieves the expected revenues
from the sale of the Ecolodge.

FUTURE DIRECTION: SEEKING MERGER OR ACQUISITION CANDIDATES

Management took several steps to try to strengthen the Company during the first
nine months of 2001. Of greatest significance, management has been seeking to
grow the business through acquisitions or mergers with strategic partners in
Costa Rica. To date, two acquisitions have been contemplated, although neither
has reached fruition. In June 2001, management began negotiations with an
internet gaming company in an effort to explore opportunities in supplying
services to the internet gaming industry. Because it was provided with
insufficient data to analyze the merits of the acquisition, management allowed a
letter of intent with the internet company to expire without action in September
of 2001. Future prospects of merger with this internet gaming company are
currently uncertain.


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<Page>

The Company has also had merger discussions with Health Care Merger Corporation
(formerly Centracan), that had been initiated during the last quarter of 2000.
Although a merger with HMC remains a future possibility, the Company currently
considers the cost of such a merger high and, as a result, discussions have not
progressed. Recent changes in the management of HMC may revive these
discussions.

The company has continued to actively seek potential merger and partnership
opportunities in the tourism and related industries.

LIQUIDITY AND CAPITAL RESOURCES

The Company had relied on sales of shares of common stock to fund operations and
make capital improvements. Through September 30, 2001, operations had resulted
in losses and the Company has limited cash liquidity and capital resources.

The Company has had limited, albeit improving, cash liquidity and capital
resources . To the extent that the funds generated by revenues are insufficient
to fund CAE's activities, it will be necessary to raise additional funds. In the
short-term the Company will continue to seek loans from investors and other
sources. The Company is in the process of renegotiating its current bank loan
including attempting to increase the principle and the repayment period.
Short-term plans also include raising additional funds through the sale of
equity or assets.


                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

ACTIONS IN COSTA RICAN LABOR COURT

At this time there are actions against Central American Equities in the Costa
Rican Labor Court that have been brought by former employees who had been
dismissed by the Company due to poor performance or insubordination. These
employees dispute the reason for their dismissal and, as such, claim they are
entitled to additional monetary compensation. The Company considers these
actions to be routine litigation that is incidental to the business (as defined
under Reg. ss.228.103). It is anticipated that any contingent liability stemming
from these claims would be immaterial to the Company.

ITEM 2. CHANGES IN SECURITIES

The Company did not sell or issue any securities of any kind during the three
month period that ended on September 30, 2001.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company did not default upon any securities of any kind during the three
month period that ended on September 30, 2001. See Note 7 to the financial
statements.


                                      -14-
<Page>


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

The Company submitted no matter to a vote of its security holders during the
period ended September 30, 2001.

ITEM 5. OTHER INFORMATION

There is no other information that the Company believes is necessary to include
in this report.

ITEM 6.  EXHIBITS AND REPORTS

Exhibits and reports filed herewith: none.





                                      -15-
<Page>


VERIFICATION SIGNATURES

In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration to be signed on its behalf by the
undersigned, thereunto duly authorized.

CENTRAL AMERICAN EQUITIES CORP.


BY: Michael N. Caggiano, President/CEO

MICHAEL N. CAGGIANO, President/CEO



CENTRAL AMERICAN EQUITIES CORP.


BY: Richard Wm. Talley, Director

RICHARD WM, TALLEY, DIRECTOR



CENTRAL AMERICAN EQUITIES CORP.


BY: Paul King, Director

PAUL KING, DIRECTOR



CENTRAL AMERICAN EQUITIES CORP.


BY: F. O. Rosenmiller, Director

F.O. ROSENMILLER, DIRECTOR


                                      -16-