<PAGE>   1
                       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 June 30, 2000.

[ ] 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)

               4031 Marcasel Avenue Los Angeles, California 90066
                    (Address of Principal Executive Offices)

                                 (310) 397-1757
              (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
and 1999 Quarterly Report on Form 10-QSB of Registrant for the quarter ended
March 31, 2000
<PAGE>   2
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


<TABLE>
<CAPTION>

<S>                                                                                                        <C>
PART I: FINANCIAL INFORMATION...........................................................................    3

   ITEM 1. FINANCIAL INFORMATION........................................................................    3

   ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS...........................................................   14
      Overview..........................................................................................   14
      Results of Operations --- Six Month Period Ended June 30, 2000....................................   14
      Comparison of Operations for the Six Month Periods Ended June 30, 2000 and June 30, 1999..........   15
      Comparison of Operations for the Three Month Periods Ended June 30, 2000 and June 30, 1999........   15
      Liquidity and Capital Resources...................................................................   16


PART II: OTHER INFORMATION..............................................................................   16

   ITEM 1.  LEGAL PROCEEDINGS...........................................................................   16
      Actions in Costa Rican Labor Court................................................................   16

   ITEM 2. CHANGES IN SECURITIES........................................................................   16

   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........................................................................   17

   VERIFICATION SIGNATURES..............................................................................   18

</TABLE>


                                      -2-
<PAGE>   3
                          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).

The Company Financial statements follow for the three-month period ended June
30, 2000.



                                      -3-
<PAGE>   4

                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                    Unaudited

                                     Assets

<TABLE>
<CAPTION>

                                                    June 30, 2000       December 31, 1999
                                                    -------------       -----------------
<S>                                                 <C>                <C>
Current assets
Cash and cash equivalents                           $     61,291       $     24,869
Account receivable                                        72,180              4,220
Inventory                                                 19,188             10,040
Prepaid expenses                                          15,934              2,805
                                                    ------------       ------------

                                                         168,593             41,935
                                                    ------------       ------------
Buildings and equipment,
 Net of depreciation                                   7,943,038          8,047,905
                                                    ------------       ------------
Other assets                                               4,801              4,801
                                                    ------------       ------------

Total assets                                        $  8,116,431       $  8,094,640
                                                    ============       ============

                       Liability and Stockholders' Equity
Current liabilities
  Accounts payable                                  $     36,580       $     44,770
  Accrued expenses                                       327,659            176,873
                                                    ------------       ------------
                                                         364,240            221,643
                                                    ------------       ------------
Other liabilities
  Long term debt                                         500,000            710,000
  Due to officers                                        361,659          1,362,187
                                                    ------------       ------------

                                                         861,659          2,072,187
                                                    ------------       ------------

Stockholders' equity
 Common stock - $.001 par value; 20,000,000
   Authorized, 14,739,268 issued and outstanding          14,739             12,230
 Preferred stock - $.001 par value; 1,000,000
   shares authorized, 0 issued and outstanding                --                 --
 Additional paid-in capital                           10,149,816          8,897,817
 Unrealized gain on foreign exchange                      41,066             40,352
 Retained deficit                                     (3,315,088)        (3,149,589)
                                                    ------------       ------------
                                                       6,890,533          5,800,810
                                                    ------------       ------------

Total liabilities and stockholders' equity          $  8,116,431       $  8,094,640
                                                    ============       ============

</TABLE>

                 See Notes to Consolidated Financial Statements


                                      -4-
<PAGE>   5


                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                    Unaudited
<TABLE>
<CAPTION>

                                                                                For the Three
                                    For the Six Months Ended                    Months Ended
                                             June 30,                             June 30,
                                      2000               1999               2000               1999
                                      ----               ----               ----               ----
<S>                              <C>                <C>                <C>                <C>
Revenues                            1,035,807       $    726,038            521,526       $    274,917

Cost of services                      163,298            709,216             81,966            319,658
                                 ------------       ------------       ------------       ------------
Gross profit                          872,509             16,822            439,560            (44,741)
                                 ------------       ------------       ------------       ------------

Operations
 General and administrative           663,577            153,308            390,055             48,631
 Depreciation                         120,819            136,304             65,819             68,152
                                 ------------       ------------       ------------       ------------
                                      784,396            289,612            455,874            116,783
                                 ------------       ------------       ------------       ------------
                                       88,113           (272,790)           (16,314)          (161,524)
                                 ------------       ------------       ------------       ------------
Other expense
 Interest expense                     253,612             23,546            216,682              9,968
 Loss on foreign exchange                --                 --                 --                 --
                                 ------------       ------------       ------------       ------------
                                      253,612             23,546            216,682              9,968
                                 ------------       ------------       ------------       ------------
Total Expense                       1,038,008            312,612            672,556            126,751
                                 ------------       ------------       ------------       ------------

Net Income (loss)                    (165,499)      $   (296,304)          (232,996)          (171,492)
                                 ============       ============       ============       ============
Net Loss per Share                       (.01)              (.02)              (.02)              (.01)
                                 ============       ============       ============       ============
Weighted average share of
 common stock outstanding          12,326,753         12,230,252         12,423,253         12,230,252
                                 ============       ============       ============       ============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                      -5-
<PAGE>   6

                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                             Statements of Cash Flow
                        For the Six Months Ended June 30,
                                    Unaudited
<TABLE>
<CAPTION>

                                                                           Restated
                                                 For the Six Months     For the Six Months
                                                  Ended June 30, 2000   Ended June 30, 1999
                                                -------------------     -------------------
<S>                                             <C>                     <C>
Cash flows from operating activities:
 Net Income (Loss)                                   $  (165,499)         $  (296,304)
Adjustments to reconcile net loss to
  net cash provided by operating activities:
  Unrealized Loss on Foreign Exchange                        714               29,034
  Depreciation and amortization                          120,819              136,304
 Increase (decrease) in:
  Accounts receivable                                    (67,960)
  Inventory                                               (9,148)              10,311
  Prepaid expense and other                              (13,129)             (36,266)
 (Increase) decrease in:
  Accounts payable                                        (8,190)              (6,465)
  Accrued expenses                                       150,786              102,553
                                                     -----------          -----------

Net cash provided by operating activities:                 8,393              (60,833)
                                                     -----------          -----------
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                                                          92,445
  Proceeds from loans from officers                       43,980
  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:                43,980               92,445
                                                     -----------          -----------

Net increase (decrease) in cash                           36,421               31,612

Cash - beginning of period                                24,869                8,450
                                                     -----------          -----------

Cash - end of period                                      61,290               40,062
                                                     ===========          ===========

</TABLE>

                 See Notes to Consolidated Financial Statements


                                      -6-





<PAGE>   7
                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.

              In 1997 the Company issued 748,975 shares of common stock for an
              aggregate purchase price of $1,425,375 pursuant to Rule 506. The
              proceeds were used to make capital improvements to the various
              hotels acquired pursuant to the Exchange Agreement. The shares
              were sold to 36 investors.


                                      -7-
<PAGE>   8
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 -      Summary of Accounting Policies (continued)

              In a separate transaction, the Company issued 100,000 shares of
              common stock to Steven Aronson on August of 1997. The shares were
              issued as compensation for Mr. Aronson's services in conducting
              due diligence on the Costa Rican hotels and consulting services.

              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.

              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


                                      -8-
<PAGE>   9
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 -      Summary of Accounting Policies (continued)

              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 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.

              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.


                                      -9-
<PAGE>   10
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 -      Summary of Accounting Policies (continued)

              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 47,500
              shares at December 31, 1998 were not included in loss per share
              calculations, because to do so would have been anti-dilutive.
              However, these stock options were used in the calculation of fully
              diluted loss per share in March 31, 2000.

              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 year.

              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, 2000,
              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
              million as of June 30, 2000, expiring in the years 2012 through
              2013. However, based upon present Internal Revenue regulations
              governing the utilization of net operating loss carryovers where
              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


                                      -10-
<PAGE>   11
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 -      Summary of Accounting Policies (continued)

              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

              The Company incurred a net loss of approximately $165,499 during
              the six month period ended June 30, 2000.

              The Company is currently in the process of formulating a plan to
              effect an additional offering of stock, the proceeds of which
              would be used for working capital and capital expansion. The
              ability of the Company to continue as a going concern is dependent
              on the success of the plan. 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, 2000 plant and equipment consisted of the
              following:

<TABLE>
<S>                                                                                              <C>
              Land                                                                               $ 1,445,344
              Buildings                                                                            6,670,904
              Machinery and equipment                                                                135,096
              Furniture and fixtures                                                                 382,180
              Computer equipment                                                                      92,116
                                                                                                 -----------
                                                                                                   8,725,640
              Less accumulated depreciation                                                          782,602
                                                                                                 -----------
                                                                                                 $ 7,943,038
                                                                                                 ===========
</TABLE>


Note 4 -      Notes Payable

              The Company has $500,000 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. As of August 2000, all interest payments on this
              loan were current. 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.


                                      -11-
<PAGE>   12
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

              The Company has a note payable in the amount of $210,000 payable
              to a director of the Company, which is due when the Company goes
              public or on November 1, 2000. The note bears simple interest at
              13% per annum and is secured by property owned by the Company.

Note 5 -      Related Party Transactions

              On June 23, 2000, the Company authorized the issuance of 1,254,508
              shares of Common Stock to Richard Talley, the Chairman of the
              Board of Directors of the Company and 1,254,508 shares of its
              Common Stock to Paul King, a director of the Company. Richard
              Talley and Paul King converted the debt owed to them by the
              Company, in the amount of $1,254,508 to equity consisting of
              2,509,016 shares of the Company's Stock at a value of $0.50 per
              share. The issuance of such shares cancelled the debt of
              $1,254,508 on the books of the Company.

              At June 30, 2000 the Company had a remaining note payable of
              $149,660 with Paul King, a director of the Company which is due
              when the Company goes public. The note bears simple interest at
              13% per annum.

              The Company has a note payable in the amount of $210,000 payable
              to a director of the Company, O.Fred W. Rosenmiller, which is due
              when the Company goes public or on November 1, 2000. The note
              bears simple interest at 13% per annum and is secured by property
              owned by the Company.

Note 6 -      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 $257,400 if purchased on June 15, 2000 or $283,040 if
              purchased on June 15, 2001. Minimum rentals in each of the next
              two years is as follows:

<TABLE>
<CAPTION>
              December 31,                                      Amount
              ------------                                      ------

<S>                                                            <C>
                  2000                                         $ 15,500
                  2001                                            7,500
                                                               --------
                                                               $ 23,000
                                                               ========
</TABLE>

Note 7 -      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,


                                      -12-
<PAGE>   13
              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 8 -      Restated Financial Statements

              The financial statements released by management and dated March
              31, 1999 contained various errors which included omission of
              accounts receivable, prepaid expenses, property and equipment
              accrued expenses, notes payable and unrealized gains on foreign
              exchange. These errors were corrected by restating the 1998
              financial statements. The effects of the errors were to overstate
              the 1998 loss by $198,794 ($.02 share). Financial data for March
              31, 1999 in the consolidated statement of operations have been
              restated for comparison purposes. Selling expenses have been
              displayed to show the decline in commission expenses related to
              travel services.


                                      -13-
<PAGE>   14
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
three month period ended June 30, 2000.

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 three 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),
and Sunset Reef (on the Pacific Ocean in Mal Pais adjacent to the protected Cabo
Blanco Reserve). CAE also owns and operates La Luz Restaurant (located in Hotel
Alta), Restaurant Playa Carmen (on the beach near Sunset Reef), and Alta Travel
Planners (a reservation, travel planning and marketing operation that moved its
headquarters from California to Costa Rica in July 1999). The Company has
approximately 75 full and part-time employees.

All Company owned facilities, except for Restaurant Playa Carmen, were opened
and operating by the beginning of 1998 (the first full year of operations).

During the three month period ended June 30, 2000, the Company rented out the
100-seat restaurant at Playa Carmen. Adjacent to the restaurant, CAE plans to
construct a tent camp for surfers and low-budget travelers in the future. This
expansion is partially dependent upon the success of the Company's capital
raising plans.

RESULTS OF OPERATIONS --- SIX MONTH PERIOD ENDED JUNE 30, 2000

The following is management's discussion and analysis of significant differences
in the Company's financial position and operations (See Item 1 - Financial
Statements).

Balance Sheet

Total long-term debt was reduced by approximately $1,210,528 during the period.
This was due primarily to the conversion of debt to equity. On June 23, 2000,
the Company authorized the issuance of 1,254,508 shares of Common Stock to
Richard Talley, the Chairman of the Board of Directors of the Company and
1,254,508 shares of its Common Stock to Paul King, a director of the Company.
Richard Talley and Paul King converted the debt owed to them by the Company, in
the amount of $1,254,508 to equity consisting of 2,509,016 shares of the
Company's Stock at a value of $0.50 per share. The issuance of such shares
cancelled the debt on the books of the Company. As a consequence of the issuance
of new shares, total shares of the Company's common stock issued and outstanding
increased to 14,739,268.


                                      -14-
<PAGE>   15
Total assets on June 30, 2000 remained at about $8.1 million. Accrued expenses
increased by approximately $150,000 during the first six months of 2000. This
increase partially reflects accrued interest payments on loans and also for
salary due to the President of the Company. In July of 2000, the Company brought
interest payments of approximately $30,000 on a $500,000 loan to the Banco del
Comercio, up-to-date. These interest payments occurred after the close of the
financial reporting period represented by this filing.

Note that the $210,000 loan to Director O.F.W. Rosenmiller, classified as "long
term debt" in previous filings, has been reclassified on the balance sheet as
"debt due to officers".

COMPARISON OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2000 AND JUNE
30, 1999

During the six month period ended June 30, 2000 total sales revenue increased to
approximately $1,035,807. This is an increase of approximately 43% from the same
period in 1999.

During the six-month period ended June 30, 2000, total operational expenses
(cost of services and general and administrative costs) were $826,875. This
represents a decline of approximately 4.1% ($35,649) from the same period in
1999. The decline can be attributed primarily to the closure of the ATP office
in California and the concomitant large drop in selling expense for commissions,
and decreases in other labor costs (although there have been cost savings across
many expense categories). Most of the labor cost savings occurred in the first
three months of 2000, as the Company had significant severance payments to
managers who were released by the Company during the three month period ended
June 30, 2000.

As sales revenue grew and expenses declined, the Company had positive income
before interest expenses and taxes. During the six-month period ended June 30,
2000, income before interest expense (of $253,612) was $88,113. Of the $253,612
in interest expense during the period, approximately $207,000 was a one-time
expense related to the conversion of debt to equity for Company officers (see
above).

Net losses have declined. Net loss (including interest expenses) for the six
month period ended June 30, 2000 was approximately $165,000. This is
approximately 131,000 less then the net loss for the six month period from the
previous year.

COMPARISON OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2000 AND
JUNE 30, 1999

During the three month period ended June 30, 2000, total sales revenue increased
to approximately $522,000. This is an increase of approximately 90% from the
same period in 1999. During the three-month period ended June 30, 2000, total
operational expenses (cost of services and general and administrative costs)
increased to $472,021. During the same period in 1999, operational expenses were
$368,289. Reflecting the high, one-time interest expenses previously noted
above, net loss for the period was $232,996. The loss for the period before
interest expenses was approximately $16,000.


                                      -15-
<PAGE>   16
LIQUIDITY AND CAPITAL RESOURCES

The Company had relied on sales of shares of common stock to fund operations and
make capital improvements. Through June 30, 2000, operations had resulted in
losses (albeit declining) and the Company has limited cash liquidity and capital
resources. During this period, capitalization was not sufficient to fund
necessary expenses and management sought and succeeded in acquiring loans for
working capital from officers.

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.



                           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. Section 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 following presents information respecting the issuance of common stock of
the Company without registration under the Securities Act of 1933 as amended
(the "Securities Act") during the three month period ended June 30, 2000.

On June 23, 2000, the Company authorized the issuance of 1,254,508 shares of
Common Stock to Richard Talley, the Chairman of the Board of Directors of the
Company and 1,254,508 shares of its Common Stock to Paul King, a director of the
Company. Richard Talley and Paul King converted the debt owed to them by the
Company, in the amount of $1,254,508 to equity consisting of 2,509,016 shares of
the Company's Stock at a value of $0.50 per share. The issuance of such shares
cancelled the debt on the books of the Company.

These issuances are claimed to have been exempt from registration under the
Securities Act pursuant to Section 4(2) thereof, as more fully described below.


                                      -16-
<PAGE>   17
With respect to all sales and issuance of securities as hereinabove described:

a)   The Company did not engage in general advertising or general solicitation
     and paid no commission or similar remuneration, directly or indirectly,
     with respect to such transactions.

b)   The persons who acquired these securities are current or former executive
     officers and directors of the Company, consultants to the Company, and/or
     providers of professional services. Such persons had continuing direct
     access to all relevant information concerning the Company and/or have such
     knowledge and experience in financial and business matters that they are
     capable of evaluating the merits and risks of such investments and are able
     to bear the economic risks thereof.

c)   The persons who acquired these securities advised the Company that the
     shares were purchased for investment and without a view to their resale or
     distribution and acknowledged that they were aware of the restrictions on
     resale of the shares absent subsequent registration and that an appropriate
     legend may be placed on the certificates evidencing the Shares reciting the
     absence of their registration under the Securities Act and referring to the
     restrictions on their transferability.

Accordingly, the Company claims the transactions hereinabove described, to have
been exempt from the registration requirements of Section 5 of the Securities
Act by reason of Section 4(2) thereof in that such transactions did not form
part of a single financing plan and did not involve a public offering.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has $500,000 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, the bank has
permitted an extended grace period and payment schedules are being renegotiated.
As of August 1, 2000, all interest payments on this loan were current. 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.

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 June 30, 2000.

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.


                                      -17-
<PAGE>   18
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


                                      -18-