<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, 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 Quarterly Report on Form 10-QSB of Registrant for the quarter
ended June 30, 2000


<PAGE>


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



PART I: FINANCIAL INFORMATION..............................................3

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

  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS..............................14
    Overview..............................................................14
    Public Listing of Stock on OTCBB......................................14
    Results of Operations --- Nine Month Period Ended September 30, 2000..15
    Comparison of Operations for the Nine Month Periods Ended
    September 30, 2000 and September 30, 1999.............................15
    Comparison of Operations for the Three Month Periods Ended
    September 30, 2000 and September 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

                                       -2-

<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).

The Company Financial statements follow for the three month and nine month
periods ended September 30, 2000.

                                      -3-
<PAGE>

                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                ------------------------------------------------
                           Consolidated Balance Sheet
                                    Unaudited

<TABLE>
<CAPTION>
                                     ASSETS

                                             SEPT. 30, 2000     DEC. 31, 1999
                                             --------------     -------------
<S>                                           <C>                <C>
Current assets
  Cash and cash equivalents                     $    24,022        $    24,869
  Account receivable                                 47,293              4,220
  Inventory                                          32,169             10,040
  Prepaid expenses                                   16,381              2,805
                                                -----------       ------------

                                                    119,865             41,935
                                                -----------       ------------
Buildings and equipment,
 Net of depreciation                              7,899,605          8,047,905
                                                -----------       ------------

Other assets
  Other Assets                                        4,801              4,801
                                                -----------       ------------

Total assets                                    $ 8,024,271       $  8,094,640
                                                ===========       ============

                       LIABILITY AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                              $   137,343       $    44,770
  Accrued expenses                                  349,027           176,873
                                                -----------       -----------

                                                    486,370           221,643
                                                -----------       -----------
Other liabilities
  Long term debt                                    542,300           710,000
  Due to officers                                   445,360         1,362,187
                                                -----------       -----------

                                                    987,660         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                               (3,614,315)       (3,149,589)
                                                -----------       -----------

                                                  6,550,240         5,800,810

Total liabilities and stockholders' equity      $ 8,024,271       $ 8,094,640
                                                ===========       ===========
</TABLE>



                 See Notes to Consolidated Financial Statements

                                      -4-

<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           1999          2000          1999
                             ------------  -------------  -----------------------
<S>                          <C>           <C>             <C>         <C>
Revenues                       1,238,003      $ 969,661       202,196   $ 243,623

Cost of services                 208,875        719,042        45,577     179,794
                             -----------   ------------   ----------- -----------

Gross profit                   1,029,128        250,619       156,619      63,829
                             -----------   ------------   ----------- -----------

Operations
 General and administrative    1,023,547        353,190       359,970      29,914
 Depreciation                    164,252        197,325        43,433      61,021
                             -----------   ------------   ----------- -----------

                               1,187,799        550,515       403,403      90,935
                             -----------   ------------   ----------- -----------

                                (158,671)      (299,896)     (246,784)    (27,106)
                             -----------   ------------   ----------- -----------
Other expense
 Interest expense                306,055         47,900        52,443      24,386
 Loss on foreign exchange              -         19,301             -      19,301
                             -----------   ------------   ----------- -----------

                                 306,055         67,201        52,443      43,687
                             -----------   ------------   ----------- -----------
Total Expenses                 1,493,854        617,716       455,846     134,622
                             -----------   ------------   ----------- -----------

Net Income (loss)               (464,726)    $ (367,097)  $  (299,227)  $ (70,793)
                             ===========   ============   =========== ===========

Net Loss per Share             $   (.035)    $     (.03)  $      (.02)  $    (.01)
                             ===========   ============   =========== ===========

Weighted average share of
 common stock outstanding     13,066,591     12,230,252    14,739,268  12,230,252
                             ===========   ============   =========== ===========
</TABLE>


                See Notes to Consolidated Financial Statements

                                      -5-

<PAGE>


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

<TABLE>
<CAPTION>
                                                 FOR THE NINE        RESTATED
                                                  MONTHS ENDED     FOR THE NINE
                                                 SEPTEMBER 30,     MONTHS ENDED
                                                      2000           SEPTEMBER
                                                                     30,1999
                                               -----------------  ---------------
<S>                                             <C>               <C>
Cash flows from operating activities:
 Net Income (Loss)                                  $ (464,726)      $  (367,098)

Adjustments to reconcile net loss to
  net cash provided by operating activities:
  Unrealized Loss on Foreign Exchange                      714
  Depreciation and amortization                        164,252           197,325
 Increase (decrease) in:
  Accounts receivable                                  (43,073)           27,592
  Inventory                                            (22,129)            7,210
  Prepaid expense and other                            (13,576)            8,004
 (Increase) decrease in:
  Accounts payable                                      92,573              (555)
  Accrued expenses                                     172,154            76,084
                                               ---------------    --------------

Net cash provided by operating activities:            (113,811)         (51,438)
                                               ---------------    --------------

Cash flows from investing activities:
  Capital expenditures                                 (15,952)          (83,941)
                                               ---------------    --------------

Net cash used in investing activities                  (15,952)          (83,941)
                                               ---------------    --------------

Cash flows from financing activities:
  Proceeds from loans                                                          -
  Proceeds from loans from officers                    128,916           157,440
  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           157,440
                                               ---------------    --------------

Net increase (decrease) in cash                           (847)           22,061

Cash - beginning of period                              24,869            19,078
                                               ---------------    --------------

Cash - end of period                                 $  24,022        $   41,139
                                               ===============    ==============
</TABLE>

Supplemental Disclosure of Cash Flow Information:

<TABLE>
<S>                                                  <C>           <C>
   Interest paid                                      $   306,055   $   43,796
                                                      ===========   ==========

   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.

         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>



                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>


                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>


                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 September 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 more than $3 million
         as of September 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>


                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 $465,000 during the
         nine month period ended September 30, 2000.

         The Company is currently formulating a plan to increase revenues which
         may include 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 September 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                                826,035
                                                                  -----------

                                                                  $ 7,899,605
                                                                  ===========
</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%. Principal payments were to begin on January 10, 2000 in
         monthly installments of $38,462, however, payments are being
         renegotiated. As of September 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>
                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 was due on November 1, 2000. The note
         bears simple interest at 13% per annum and is secured by property owned
         by the Company. The Company is currently in the process of negotiating
         the terms of settlement for this debt.

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 September 30, 2000 the Company had a 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 is
         currently in the process of negotiating the terms of settlement for
         this debt.

         At September 30, 2000 the Company had a note payable of $79,700 with
         Richard Wm. Talley, a director of the Company. The note bears simple
         interest at 13% per annum. The Company is currently in the process of
         negotiating the terms of settlement for this debt.

         The Company has a note payable in the amount of $210,000 payable to a
         director of the Company, O.Fred W. Rosenmiller, which was due 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:

         DECEMBER 31,                             AMOUNT
         ------------                             ------

            2000                                $ 15,500
            2001                                   7,500
                                                --------
                                                $ 23,000

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, 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

                                      -12-

<PAGE>

         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.

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 September 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 and travel planning operation located in Hotel Alta ).
The Company has approximately 75 full and part-time employees.

All Company 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 September 30, 2000, the Company rented out the
100-seat restaurant at Playa Carmen.

PUBLIC LISTING OF STOCK ON OTCBB

In mid-August 2000 Central American Equities qualified under the new rules of
the National Association of Securities Dealers (NASD) and listed its stock on
the Over the Counter Bulletin Board ("OTCBB") under the symbol "CENE".

RESULTS OF OPERATIONS -- NINE MONTH PERIOD ENDED SEPTEMBER 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

Long-term debt, including debt to officers, was reduced by approximately $1.1
during the period. This was due primarily to the conversion of debt to equity.
On June 23,

                                      -13-

<PAGE>

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 in
exchange for $1,254,508 in debt.

Current liabilities (accrued expenses and accounts payable) increased by
approximately $265,000 during the first nine months of 2000. This increase
partially reflects additional costs related to the public listing of stock and
for salary due to the President of the Company.

Total assets on September 30, 2000 were approximately $8.0 million.

COMPARISON OF OPERATIONS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999

During the nine month period ended September 30, 2000 total sales revenue
increased to approximately $1,238,003. This is an increase of approximately 28%
from the same period in 1999.

During the nine-month period ended September 30, 2000, total operational
expenses (cost of services and general and administrative costs) were
$1,232,422. This represents an increase of approximately 15% (approximately
$160,000) from the same period in 1999. The majority of the increase can be
attributed to costs related to the public listing of stock and to increases
related to higher occupancy.

The Company had net positive income BEFORE interest expenses and depreciation.
During the nine-month period ended September 30, 2000, income before interest
expense (of $306,055) and depreciation (of ($164,252) was approximately $5,600 .
Of the $306,055 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). The remaining interest expense was related to the $500,000
loan with Commerce Overseas Bank.

Reflecting the one time interest costs related to the conversion of debt to
equity for Company officers and expenses related to the public listing, net
losses increased during the nine month period by approximately by $100,000
relative to the nine month period in 1999.

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

Tourism in Costa Rica is cyclical. The months of July, August, and September are
"low season" months for tourism in Costa Rica and, as anticipated, the Company's
monthly revenue has declined relative to the first two quarters of the year.

During the three month period ended September 30, 2000, total revenue was
approximately $202,000, a decrease of approximately $40,000 from the same period
in 1999. The decrease was due primarily to a decline in occupancy at Ecolodge
San Luis and Sunset Reef in August/September. During the three-month period
ended September 30, 2000, total operational expenses (cost of services and
general and administrative costs) increased to approximately $405,000. During
the same period in


                                      -14-

<PAGE>

1999, operational expenses were approximately $210,000. The majority of the
increase was related to the public listing of stock in August 2000.

LIQUIDITY AND CAPITAL RESOURCES

The Company had relied on sales of shares of common stock and loans to fund
operations and make capital improvements. Through September 30, 2000, operations
had resulted in losses 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 or property and acquiring or merging with companies or adding businesses
that that are likely to exhibit positive net income (see Item 5 below).



                           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, 2000.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has $500,000 outstanding against a $500,000 line of credit with

                                      -15-

<PAGE>

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 September 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.

The Company has a note payable in the amount of $210,000 payable to a director
of the Company, which was due on November 1, 2000. The note bears simple
interest at 13% per annum and is secured by property owned by the Company. The
Company is currently in the process of negotiating the terms of settlement for
this debt.


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
three month period ended September 30, 2000.


ITEM 5.  OTHER INFORMATION

On November 3, 2000 the Company announced that it had begun formal merger
discussions with HealthCare Merger Corp (HMC, formerly known as Centracan,
Inc.). HealthCare Merger is a US medical company incorporated in Nevada. It owns
and operates high technology medical facilities in San Jose, Costa Rica
including a magnetic resonance imaging facility and the first state-of-the-art
cancer treatment center in Central America (with two linear accelerators), and
ultrasound, mammography and stereotactic biopsy diagnostic facilities.


ITEM 6.  EXHIBITS AND REPORTS

There are no additional exhibits or reports filed herewith.

                                      -16-

<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


                                      -17-