<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 March 31, 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
 incorporated or organization)                          Identification Number)

                  19100 Von Karman St. Irvine, California 92612
                    (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:

            [12,230,252] 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
<PAGE>   2
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



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

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

   ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS..............................  13
      Overview.............................................................  13
      Results of Operations --- Three Month Period Ended March 31, 2000....  13
      Liquidity and Capital Resources......................................  15
      Year 2000 Compliance.................................................  15


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

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

   ITEM 2. CHANGES IN SECURITIES...........................................  16
      Securities Issued After March 31, 2000...............................  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>   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).

During the three month period ended March 31, 2000, the Company for the first
time is reporting positive net income. Financial statements follow.


                                       -3-
<PAGE>   4
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                    Unaudited


<TABLE>
<CAPTION>
                                                    March 31, 2000    December 31, 1999
                                                    --------------    -----------------
<S>                                                 <C>               <C>
                         Assets
Current assets
  Cash and cash equivalents                          $     61,615       $      24,869
  Account receivable                                       25,009               4,220
  Inventory                                                12,636              10,040
  Prepaid expenses                                         23,867               2,805
                                                     ------------       -------------

                                                          123,127              41,935
                                                     ------------       -------------
Buildings and equipment,
 Net of depreciation                                    7,998,038           8,047,905
                                                     ------------       -------------

Other assets
  Other Assets                                              4,717               4,801
                                                     ------------       -------------

Total assets                                         $  8,125,883       $   8,094,640
                                                     ============       =============

            Liability and Stockholders' Equity

Current liabilities
  Accounts payable                                   $     20,650       $      44,770
  Accrued expenses                                        139,953             176,873
                                                     ------------       -------------

                                                          160,603             221,643
                                                     ------------       -------------
Other liabilities
  Long term debt                                          710,000             710,000
  Due to officers                                       1,387,377           1,362,187
                                                     ------------       -------------

                                                        2,097,377           2,072,187
                                                     ------------       -------------
Stockholders' equity
 Common stock - $.001 par value; 20,000,000
   Authorized, 12,230,252 issued and outstanding           12,230              12,230
 Preferred stock - $.001 par value; 1,000,000
   shares authorized, 0 issued and outstanding               --                  --
  Additional paid-in capital                            8,897,817           8,897,817
  Unrealized gain on foreign exchange                      39,948              40,352
  Retained deficit                                     (3,082,092)         (3,149,589)
                                                     ------------       -------------
                                                        5,867,903           5,800,810
                                                     ------------       -------------
Total liabilities and stockholders' equity           $  8,125,883       $   8,094,640
                                                     ============       =============
</TABLE>


                 See Notes to Consolidated Financial Statements


                                       -4-
<PAGE>   5
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                    Unaudited
                   For the three month period ended March 31,


<TABLE>
<CAPTION>
                                                 2000              1999
                                             ------------      ------------
<S>                                          <C>               <C>
REVENUES

Sales Revenue
     Revenue                                 $    514,281      $    451,121
                                             ------------      ------------

Total Sales Revenue                               514,281           451,121
                                             ------------      ------------

EXPENSES

Cost of Sales
     Cost of Sales                                 81,332           211,123
     Selling Expense (Commissions)                   --             178,435
                                             ------------      ------------

Total Cost of Sales                                81,332           389,558
                                             ------------      ------------

Gross Profit                                      432,949            61,563
                                             ------------      ------------

Operations
     General & Administrative                     273,522           104,677
     Depreciation                                  55,000            68,152
                                             ------------      ------------

Total General & Administrative                    328,522           172,829
                                             ------------      ------------

Interest Expense                                   36,930            13,546
                                             ------------      ------------

Income taxes                                            0                 0

NET INCOME (Loss)                            $     67,497      $   (124,812)
                                             ============      ============

Weighted Average share of
Common Stock Outstanding                       12,230,252        12,230,252
                                             ============      ============

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

Net Gain (Loss) per Fully Diluted Share      $        .01      $       (.01)
                                             ============      ============
</TABLE>


                (See Notes to Consolidated Financial Statements)


                                       -5-
<PAGE>   6
                CENTRAL AMERICAN EQUITIES CORP. AND SUBSIDIARIES
                             Statements of Cash Flow
                      For the Three Months Ended March 31,
                                    Unaudited


<TABLE>
<CAPTION>
                                                        2000            1999
                                                     ---------       ---------
<S>                                                  <C>             <C>
Cash flows from operating activities:
 Net Income                                          $  67,497       $(124,812)

Adjustments to reconcile net loss to
  net cash provided by operating activities:
  Unrealized Loss on Foreign Exchange                     (405)           --
  Depreciation and amortization                         55,000          68,152
 Increase (decrease) in:
  Accounts receivable                                  (20,789)           --
  Inventory                                             (2,596)          4,922
  Prepaid expense and other                             20,978            --
 (Increase) decrease in:
  Accounts payable                                     (24,120)         20,548
  Accrued expenses                                      36,920          (7,236)
                                                     ---------       ---------

Net cash used in operating activities:                  16,689         (38,426)
                                                     ---------       ---------

Cash flows from investing activities:
  Capital expenditures                                  (5,133)       (267,451)
                                                     ---------       ---------

Net cash used in investing activities                     --              --
                                                     ---------       ---------

Cash flows from financing activities:
  Proceeds from loans                                     --            33,288
  Proceeds from loans from officers                     25,190            --
                                                     ---------       ---------

Net cash provided by financing activities:                --            33,288
                                                     ---------       ---------

Net increase (decrease) in cash                         36,746          (5,138)

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

Cash - end of period                                 $  61,615       $   3,312
                                                     =========       =========
</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 March 31, 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 March 31, 2000, expiring in the years 2012 through
              2013. However, based upon present Internal Revenue regulations
              governing the utilization of net operating loss carryovers where
              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 $699,000 during
              the year ended December 31, 1999. However during the three month
              period ended March 31, 2000, the Company had positive net income
              of approximately $67,497.

              The Company is currently in the process of formulating a plan to
              effect an additional public offering, 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 March 31, 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                        727,602
                                                               -----------
                                                               $ 7,998,038
                                                               ===========
</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. 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 prime rate of interest at December 31, 1999 was 8%.


                                      -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 shareholder, 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

              At March 31, 2000 the Company had notes payable from various
              officers in the amount of $1,387,377, which bear interest at an
              annual rate of 7%.

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>
              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, 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.


                                      -12-
<PAGE>   13
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, 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 covered by this filing (ended March 31, 2000), the
Company for the first time is reporting positive net income for a period.

During July of 1999, the Company consolidated all of its hotel reservations and
related concierge activities (referred to as Alta Travel Planners or ATP) in
offices within Hotel Alta, in Costa Rica. As a result of this consolidation, the
Company achieved savings in costs for personnel (reservations staff), rental
space, equipment, utilities, and overhead. Certain one-time expenses were
incurred that included moving activities, severance packages, training of new
personnel, installation of utilities (a new 800 line in Costa Rica) and the
purchase of new equipment and stationery. Revenue from commissioned sales
declined as the company diminished certain low-margin travel services.

During the three month period ended March 31, 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 --- THREE MONTH PERIOD ENDED MARCH 31, 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).


                                      -13-
<PAGE>   14
Balance Sheet

Total assets remained at about $8.1 million. Significantly, with the Company
creating positive cash flow for the first time, management did not need to
borrow to meet operational expenses during the three month period ended March
31, 2000. Long-term debt remained at approximately $2,097,000. Note that
$1,254,508 of this debt was cancelled after the close of the period (see next
section for a discussion of debt conversion to equity). For a detailed
description of this debt see Note 4 to the Consolidated Financial Statements.

Post March 31, 2000 Debt Conversion

On June 23, 2000 (after the close of the three-month period reported in this
filing), 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. The effects of this conversion
will be reflected in the financial statements for the three-month period ending
June 30, 2000.

Comparison of Statement of Operations for the Periods Ended March 31, 2000 and
1999

During the three month period ended March 31, 2000 total sales revenue increased
to approximately $514,281. This is an increase of approximately 14% from the
same period in 1999. (Note that total sales revenue of approximately $451,000
received during the three-month period ended March 31, 1999 included in excess
of $178,000 of commissions for travel services that were passed through to
non-Company hotels and service providers in Costa Rica).

During the three-month period ended March 31, 2000, total operational expenses
(cost of services and operational costs) were $354,854. This represents a
decline of approximately 28% ($139,981) 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).

As sales revenue grew and expenses declined, the Company reported for the first
time positive net income. During the three-month period ended March 31, 2000,
net income (after depreciation of about $55,000 and interest costs of about
$37,000) was $67,497.

Major improvements in performance occurred at both Hotel Alta and Sunset Reef
hotels. Occupancy at Hotel Alta for the first three months of 2000 increased
approximately 48% over the same period in 1999. Room occupancy grew from 46%
during the first three months of 1999 to 68% during the first three months of
2000.

Occupancy at Sunset Reef for the first three months of 2000 also increased
approximately 48% over the same period in 1999. Room occupancy grew from 30%
during the first three months of 1999 to 44.3% during the first three months of
2000.


                                      -14-
<PAGE>   15
LIQUIDITY AND CAPITAL RESOURCES

The Company had relied on sales of shares of common stock to fund operations and
make capital improvements. Through December 31, 1999, 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. However, during the three month period ended March 31, 2000, the
Company had a positive net income and increasing net worth.

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.

YEAR 2000 COMPLIANCE

During 1999, the Company had identified one computerized system that had to be
modified, upgraded or converted to recognize and process dates after December
31, 1999 (the Year 2000 Issue). CAE's centralized reservations and financial
control system, known as RDP (Resort Data Processing) was determined to be
potentially Y2K non-compliant. CAE elected to replace the system entirely with a
new, Y2K compliant system manufactured and installed by Hovysis Corporation.
Purchase and installation of Hovysis cost approximately $7000. As of March 31,
2000, all systems had proved to be Year 2000 compliant.


                                      -15-
<PAGE>   16
                           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 Company did not sell or issue any securities of any kind during the three
month period that ended on March 31, 2000.

SECURITIES ISSUED AFTER MARCH 31, 2000.

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 quarter ending 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.

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.


                                      -16-
<PAGE>   17
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

For the period ended on March 31, 2000 there were no defaults upon senior
securities of any kind by 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 March 31, 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-