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

(X) Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31,
2002.

( ) 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 incorporated)          (IRS Employer Identification No.)

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

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

Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:

Class A Common Stock, $.001 Par Value

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

Note:  The Company has not yet filed 10-Q reports required in
2002 and 2003, nor the 10-KSB required for year 2002.

The number of shares outstanding of each of the issuers classes
of common equity:

14,739,268 Shares Class A Common Stock, $.001 par value

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

DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB of Registrant for the year ended
December 31, 1998, 1999, 2000, 2001.



PART I: FINANCIAL INFORMATION


ITEM 1. FINANCIAL INFORMATION

Central American Equities Corp. (the "Company" or "CAE") is a US
hospitality company, based in Santa Ana, Costa Rica 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 Companys hotels in Costa
Rica, and, as such, are reported as one operating segment (per
FASB Statement No. 131).  Financial statements follow.

In June 2002, the Company submitted a 10QSB for the three-month
period ending March 31, 2002 that contained unaudited financial
information for the fiscal year ending (FYE)  December 31, 2001.
This 10QSB/A updates the 10QSB with audited financial
information for FYE 2001.

CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Consolidated Balance Sheet


Assets

		March 31, 2002	Dec. 31, 2001
Current assets
Cash and cash equivalents 			$    41,831   	 $	28,495
Account receivable				     98,319		94,004
Account receivable (asset sale)	         755,000	    755,000
Inventory                    		     17,701 	   	18,920
Prepaid expenses					      1,796		 4,268
									    914,647 	    900,687
Buildings and equipment,
 Net of depreciation				  5,023,749 	  5,060,113

Other assets
	Long-Term Assets				  1,261,007	  1,261,007
	Other Assets
									  1,261,007	  1,261,007

Total assets						$ 7,199,403 	$ 7,221,807

	Liability and Stockholders' Equity

Current liabilities
	Accounts payable				$   290,682	$   308.682
   Accrued expenses				    314,229   	    320,281
									    604,911 	    628,963
Other liabilities
  Long term debt	   				    520,676	    529,676
  Due to officers					    292,135 	    293,135
									    812,811 	    822,811

          						  1,417,722 	  1,451,774

Stockholders' equity
 Common stock $.001 par value; 20,000,000
 Authorized, 14,739,268 issued and
 outstanding	      					14,739 	     14,739
 Preferred stock - $.001 par value;
 1,000,000 shares authorized,
 0 issued and outstanding	      	      -			  -
	Additional paid-in capital		 10,149,816 	 10,149,816
	Unrealized gain on foreign exchange	     55,929	     55,929
 	Retained deficit				 (4,438,802)	 (4,450,451)
									  5,781,682 	  5,770,033

Liabilities and stockholders equity	$ 7,199,404 	$ 7,221,807



See Notes to Consolidated Financial Statements


CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Consolidated Statement of Operations

For the three month period ended March 31,


		  2002 	   2001


Revenues 	$     364,981	$     346,626

Cost of Services	        (102,947)	  (139,360)

Gross Profit	     262,034 	  207,265

Operations
 General & Administrative          	(196,616)	(176,860)
 Depreciation                   	      (36,364)	           (34,632)

		      (232,980)	       (211,492)

Interest Expense	        (17,405)	            (26,889)

Income taxes	0	              0

NET INCOME (Loss)	 $         11,649	$   (31,115)

Weighted Average share of
Common Stock Outstanding     	       14,739,268	14,739,268

Net Gain (Loss) per Common Share	    $      .01	        $      (.01)

Net Gain (Loss) per
Fully Diluted Share	          $        .01	       $      (.01)





See Notes to Consolidated Financial Statements

CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
Statements of Cash Flow
For the Three Months Ended March 31,

				2002		2001

Cash flows from operating activities:

     Net Income	 $   11,649	 (31,115)

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

Depreciation and amortization		   36,364           34,632
Unrealized loss on foreign exchange		        0	   1,718

Change in assets and liabilities:

Decrease (increase) in:
  Accounts receivable		  (4,316)	 (41,901)
  Inventory		    1,219	 (18,816)
  Prepaid expense and other		    2,472	   8,886

Increase (decrease) in:
  Accounts payable		  (18,000)	   6,106
  Accrued expenses		   (6,052)	  40,404

 Net cash used in operating
  activities	      23,336	     (86)

Cash flows from investing activities:
Capital Expenditures		       -                  -

 Net cash provided by investing
  activities	          -	        -

Cash flows from financing activities:

Proceeds from loans		   (9,000)	       0
Proceeds from loans from officers		   (1,000)	       0
Proceeds from issuance of common stock		        -	       -
Proceeds from additional paid in capital	        -	       -

   Net cash provided by financing
    activities		  (10,000)	        -

Net (decrease) increase in cash		    13,336	     (86)

Cash beginning of year	 	    28,495 	   15,900

Cash end of year		$   41,831	$  15,816

Supplemental Disclosure of cash flow information:

Interest		   17,405	    26,869
Income Taxes		        0	         0

         See Notes to Consolidated Financial Statements



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 restaurants 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
owned 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.

Marine Lodge 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.
Marine Lodge Partners owned 100% of the stock in Bandirma, S.A.
Bandirma owns: a) 90% of the Sociedad Protectora De La Fauna y
Flora Maritima de Mal Pais S.A., a Costa Rican corporation which
owns the land and buildings at Sunset Reef, and b) 100% of
Muxia, S.A. which owns 100% of the land and buildings at Playa
Carmen.

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

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

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-five
years for buildings and improvements.

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

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

Adoption of Statement of Accounting Standard No. 123
In 1997, the Company adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123").  SFAS 123 encourages, but does not require
companies to record at fair value compensation cost for stock-
based compensation plans.  The Company has chosen to account for
stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market
price of the Companys 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

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

Note 1 -	Summary of Accounting Policies (continued)

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.

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



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

Note 1 -	Summary of Accounting Policies (continued)


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.  Non-monetary assets and liabilities
are translated at historical rates.  Revenues and expenses are
translated at average rates throughout the year.  The unrealized
translation gains and loses are accumulated in a separate
component of stockholders equity  Translation exchange gains
and losses are reflected in net earnings.

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 is based on the
amount of future cash flows associated with each instrument
discounted using the Company's borrowing rate.  At March 31,
2002, December 31, 2001 and 2000, respectively, the carrying
value of all financial instruments was not materially different
from fair value.

Income Taxes
The Company has net operating loss carryovers of approximately
$4.4 million as of March 31, 2002, expiring in the years 2012
through 2021.  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
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.



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

Note 2 -	Going Concern

Although the Company had a net profit in the first quarter of
2002, the Company has incurred net losses its previous years of
operation.  The Company has received additional financing
through the sale of a non-performing asset, continues to control
expenses, and evaluates the ongoing performance of the Companys
assets.  The ability of the Company to continue as a going
concern is dependent on the success of application and
techniques.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

Note 3 -	Property and Equipment

As of March 31, 2002 plant and equipment (not including the
option to repurchase Sunset Reef) consisted of the following:

Land    	$840,075
Buildings	4,489,519
Machinery and equipment	97,472
Furniture and fixtures	286,635
Computer equipment	73,693
	5,787,394

Less accumulated depreciation	763,645

	$ 5,023,749

Note 4 -	Notes Payable

At the end of 2001, the Company had $481,376 outstanding against
a $500,000 loan with Banco BCT, with interest at the prime rate
plus 3%.   Principal payments were to begin on January 10, 2000
in monthly installments of $38,462.  During 2001, interest only
was paid on the last day of each month.  In February 2002, the
Company restructured the loan.  The new terms include a loan
term of 70 months; an annual interest rate of prime plus 3.75%,
and monthly principal payments that vary with the high and low
occupancy periods of Hotel Alta.  Monthly principal payments in
year vary from $3,000 to $9,000.  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.   As of March 31,
$472,375 remained outstanding on the loan.

Included in notes payable at December 31, 2001 is a note payable
to shareholder, dated July 21, 2000, of $48,300.  The note
payable bears interest at 21% and is due July 22, 2002.





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

Note 5 - Due to Officers

Notes payable as of March 31, 2002 are as follows:

Note payable to shareholder dated November 30, 2000 with
interest at 6% with
  no set terms for prepayment	      $132,700
Note payable to shareholder dated July 15, 2000 with interest at
6% with no set terms for prepayment	 6,000
Note payable to shareholder with no set terms
  for prepayment	         4,775
Note payable to shareholder with interest at 13%, the
  due date is being renegotiated 	       148,660

Total Due to Officers 	       $292,135

Note 6 -  Commitments

The Company has a month-to-month lease for 1 acre of property.
Minimum rentals in the year ending December 31, 2002 are $18,000


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 Companys stock that was issued was allocated
to assets and liabilities based on the estimated fair value as
of the acquisition date.

Note 8  Loss of Asset

On January 5, 2001, the title for Sunset Reef Marine Hotel
passed to Rosenmiller and Caggiano.  At such date the Company
entered into an agreement with the option to purchase Sunset
Reef Marine Hotel for $271,000.  The option expired on  February
5, 2002, but was extended.  The Company had also reached an
agreement to rent Sunset Reef Marine Hotel at the rate of $1,000
per month until February 5, 2002.  The rental agreement was also
extended.   In June 2002, the Company exercised its option and
repurchased Sunset Reef.

Note 9  Sale of Ecolodge San Luis & Biological Station

In December 2001, the Company sold the Ecolodge San Luis
property, all related assets, structures, and the hotel business
and its operating licenses to Corporacion Negro y Rojo de San
Luis S.A., a Costa Rica corporation owned by the University of
Georgia.  Milton and Diana Lieberman, former employees of
Central American Equities, represented the University of Georgia
in this transaction.

Total consideration for the sale was $895,000 dollars including
previously received option payments.  The loss on the sale of
the asset (net price less net book value) was approximately
$265,000.  The price is based upon the value of assets and the
ongoing business.  The Company initially financed the purchase
of the asset under the following terms: a) a 10% interest rate
(13% if payments are delinquent), b) a varying payment schedule
to be completed within one year of sale, and c) a $3,000
(increasing to $4,500) monthly rental fee for the Ecolodge San
Luis hotel business to be paid until payments for the business
were completed.  Initial receipts from the purchase were used to
pay all Ecolodge San Luis liabilities including all severance-
related payments to employees.  Following non-payment of
principal in February 2002, in May 2002, the Company
renegotiated the sale with officials of the University of
Georgia Real Estate Foundation.  The Company forgave interest
and rental payments in exchange for immediate payment of all
outstanding principal.


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

Note 9 - Sale of Ecolodge San Luis & Biological Station
(continued)


	The details on the transaction are as follows:
Note receivable

  Sale price	$  895,000
  Liquidation & liabilities	      30,000
	     865,000
  Cash payments received	     110,000
	$   755,000


  Net sale price	$  865,000
  Legal and transfer	      20,000
	$  845,000

Net book value
  Land	$   305,422
  Structures & equipment	     927,815
  Accumulated depreciation	    (122,871)
  Net book value	 $ 1,110,366

Net price
  Gross price	$  895,000
Cost of sale	      50,000
Net price	     845,000

Net book value	   1,110,366
Loss on sale of asset	$ (265,366)


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
March 31, 2002.

Overview

Central American Equities Corp. (the "Company" or "CAE") is a US
hospitality company, based in Santa Ana, Costa Rica 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.

As of March 31, 2002, CAE owned Hotel Alta in Santa Ana (a
suburb of the capital city of San Jose), and rented with an
option to purchase 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 Tropicana (on the beach at Playa Carmen near Sunset
Reef), and ATP-Costa Rica  (a full-service reservation, travel
planning and in-bound tour operation based in Costa Rica).

The first year of full operation of the Company's hotels was
1998.  All Company owned facilities, except for Restaurant
Tropicana, were opened and operating by the beginning of 1998.
Beginning in late 2001, Tropicana Restaurant was operated by the
Company (in past years it had been rented on a monthly basis).
On March 31, 2002, the Company had approximately 65 full-time,
part-time and contract employees.

Overview

With the opening of Hotel Alta in December 1997, 2001 marked the
fourth year of full operation of the Companys hotels.  During
late 2001 and the first quarter of 2002, the Company responded
to several critical challenges.

Restructuring the Loan on Hotel Alta.

At the end of 2001, the Company had $481,376 outstanding against
a $500,000 line of credit with Banco BCT, which had interest at
the prime rate plus 3%.  The note was (and is currently)
collateralized by Hotel Alta. The funds advanced under this line
of credit were utilized to supplement cash flow for operating
expenses and construction costs.  Principal payments were to
begin on January 10, 2000 in monthly installments of $38,462.
However, with limited cash flow and no proceeds from a planned
sale of stock, the Company was unable to make principal payments
on the loan.

During 2001, interest only was paid on the loan to keep it from
default.  In February 2002, the Company succeeded in
restructuring the loan.  The new terms include a length of 70
months; an annual interest rate of prime rate plus 3.75%, and
monthly principal payments that vary with the high and low
occupancy periods of Hotel Alta.  Principal payments in the
first year will vary from $3,000 to $9,000 per month.   As of
July 25, 2003, interest and principal payments were current.

Sale of Ecolodge San Luis

Continued declines in occupancy and revenue at Ecolodge San Luis
& Biological Station over the 12 months prior to July 2001
caused the Company to evaluate its ability to make a profit on
this facility.  In July 2001, management decided to sell
Ecolodge San Luis because of its disappointing sales and profit
levels and because it believed that a greater return could be
achieved by investing elsewhere.

In December 2001, the Company sold Ecolodge San Luis property,
all related assets, structures, and the hotel business and its
operating licenses to Corporacion Negro y Rojo de San Luis S.A.,
a Costa Rica corporation affiliated with the University of
Georgia.  (Milton and Diana Lieberman, former employees of
Central American Equities represented the University Georgia in
this transaction and, in addition, were officers of Corporacion
Negro y Rojo de San Luis S.A.)

Total consideration for the sale was $895,000 dollars including
previously received option payments.  The loss on the sale of
the asset (net price less net book value) was about $265,000.
The price was based upon the value of assets and the ongoing
business.  The Company initially financed the purchase of the
asset under the following terms: a) a 10% interest rate (13% if
payments are delinquent), b) a varying payment schedule to be
completed within one-year of sale, and c) a $3000 (increasing to
$4,500) monthly rental fee for the Ecolodge San Luis hotel
business to be paid until payments for the business are
completed.  Initial receipts from the purchase were used to pay
all Ecolodge San Luis liabilities including all severance-
related payments to employees.   In May 2002, the Company
renegotiated the sale.  The Company forgave interest and rental
payments in exchange for a faster payment of all outstanding
principal.

The Company will continue to send guests to Ecolodge San Luis as
a wholesaler ---- retaining 40% (60% through May 2002 when
remaining principal is paid) of fees charged to guests.
Ecolodge San Luis plans to send guests to Hotel Alta and Sunset
Reef (CAEs other hotels in Costa Rica) from the University of
Georgia.

Management plans to use proceeds from the sale to reduce
corporate debt including debt related to Sunset Reef, thereby
achieving its reacquisition (see below).



Repurchasing Sunset Reef.

In November 1999, the Company agreed to a note in the amount of
$210,000 payable to a director of the Company, O. Fred W.
Rosenmiller.  The note was collateralized by Company property,
Sunset Reef Marine Hotel.  At the time of the agreement, the
Company also used the Sunset Reef property as collateralization
for salary past due for the President of the Company, Michael
Caggiano, in the amount of $54,668 (see Note 7 in the Financial
Statements).  Unable to repay the loan when due in November of
2000, ownership of Sunset Reef passed to Rosenmiller and
Caggiano in January 2001.  The Company, however, continued to
operate Sunset Reef and it remained a source of revenue.
Management paid the option and returned Sunset Reef to the
balance sheet in June 2002 when it received revenues from the
sale of the Ecolodge.

Future Direction: Merger or Acquisition

Management is taking several steps to try to strengthen the
Company during 2002.  Of greatest significance, management has
been seeking to grow the business through a merger with a
strategic partner in Costa Rica.  Currently it is exploring the
potential synergies of a merger with a local air transportation
provider.  Among its assets, management continues to believe
that the Companys public trading status makes it an attractive
merger partner.

Results of Operations

Comparison of Operations for the 3-Month Periods Ended March 31,
2002 and 2001

The three-month period reported in this 10-QSB/A encompasses the
traditional high season when travel to Costa Rica increases.
This year the Company has been challenged by diminished travel
demand brought on by the terrorist attacks of September 11.
During the first three months of 2002, travel to Costa Rica
declined by approximately 6% compared to the same period in
2001.

Despite declines in tourist arrivals and increases in
competition from new hotels, during the three-month period ended
March 31, 2002, total sales revenue was approximately $365,00,
an increase of 5.3% from the same period in 2001.  This increase
is noteworthy as revenues during the first quarter of 2002 did
not include any revenue from  Ecolodge San Luis which had been
sold in December 2001.  (Ecolodge San Luis had produced
approximately $26,000 of Company sales in the first quarter of
2001.)  Revenues from the now Company-operated Tropicana
Restaurant at Playa Carmen were approximately $45,000 or 12% of
the revenues for the first quarter of 2002.

During the three-month period ended March 31, 2002, total
operational expenses (cost of services and operational costs)
were about $299,500.  This represents a decline of approximately
$17,000 or more than 5% from the same period in 2001.   (In the
first quarter of 2001, operational costs for Ecolodge San Luis
had totaled approximately $39,000.  Operational costs for
Tropicana Restaurant were about $30,000 in the first three
months of 2002.)

During the three-month period ended March 31, 2002 the Company
earned approximately $65,000 (before depreciation of about
$36,000 and interest costs of about $17,400).  Net income,
including depreciation and interest, was about $11,600.  During
the same period in 2000, the Company had a net loss of
approximately $31,000.

Liquidity and Capital Resources

During the first three months of 2002, the Company recorded
positive net income of approximately $11,600.   However, prior
to this filing, Company operations had resulted in losses.
During 2001, capitalization was not sufficient to fund necessary
expenses, although for the first time, management did not
acquire loans for working capital. The Company has limited,
albeit improving, cash liquidity and capital resources.  The
Company plans to hold sufficient cash from the sale of assets in
reserve to protect against cash flow needs during 2002.  During
the first quarter of 2002, the Company met all cash flow needs
from internal operations.


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. 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 March 31, 2002.

Subsequent Event

On October 28, 2002, the board granted by board resolution
additional compensation to Michael Caggiano, the Company
President and CEO of 700,000 shares of Common Stock.  By Board
resolution, an additional 700,000 shares of Common Stock was to
be granted to Michael Caggiano on October 28, 2003.

On October 28, 2002, the board also granted additional options
to Caggiano as follows: 100,000 shares @ $0.10; 100,000 shares
@$0.15; and 100,000 shares @ $0.20.  Recognizing that
significant past salary was due and payable, the board
collateralized full compensation due with a Company asset:
Restaurante Tropicana in Mal Pais.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company did not default upon any securities of any kind
during the three-month period that ended on March 31, 2002.

Subsequent Event

As of November 2002, Hotel Alta owed Tributacion (the Costa
Rican taxing authority) approximately $240,000 in unpaid sales
taxes. The Costa Rican government offered to all companies in
Costa Rica amnesty from interest and penalties for back taxes
paid by April 30, 2003.  Prior to April 30, 2003, the Company,
unable to pay these taxes in cash, proposed that the debt be
resolved with the exchange of property worth an equivalent value
(the Company offered a portion of the parcel of land it owns in
Playa Carmen where Restaurante Tropicana is located).  In late
August 2003, Tributacion notified the Company that it would not
accept the land as payment for taxes due and demanded payment
within ten days under threat of closure.  The Company is
currently negotiating with Tributacion the resolution of this
problem.

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 March 31, 2002.

ITEM 5.  OTHER INFORMATION

See Item 3 above.  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.



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: F. O. Rosenmiller, Director

F.O. ROSENMILLER, DIRECTOR



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