<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 quarter period ended June 30, 1999.

( ) 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)

19200 Van Karmen Ste. 850
Irvine, California                                                         92612
(Address of Principal Executive Offices)                              (Zip Code)

                                  (949)757-0222
              (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 ( ).

                      Applicable only to Corporate Issuers

         State the number of shares outstanding of each of the issuers' classes
of common equity:

         12,230,252 Shares of Class A Common Stock, $.001 Par Value

                  Transitional Small Business Disclosure Format

                                 YES ( ) NO (X)
<PAGE>   2
                         CENTRAL AMERICAN EQUITIES CORP.

                                TABLE OF CONTENTS

Part I

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
Item 1-Financial Information

         Central American Equities Corp.'s Balance Sheet as of 06/30/99 and
         12/31/98.                                                                 1

         Statement of Operations for the six month period ended 06/30/99,
         the three month period ended 06/30/99, the six month period ended
         06/30/98 and three month period ended 06/30/98                            2

         Statements of Stockholders' Equity                                        3

         Statement of Cash Flows for the six month period ended 06/30/99,
            And the twelve month period ended 12/31/98.                            4

         Notes to Financial Statements.                                          5-7

Item 2-Management's Discussion and Analysis of Financial Condition and
       Results of Operations                                                    7-11

Part II

Item 1-Legal Proceedings                                                          12

Item 2-Changes in Securities                                                    none

Item 3-Defaults upon Senior Securities                                          none

Item 4-Submission of Matter to a Vote of Security Holders                       none

Item 5-Other Information                                                        none

Item 6-Exhibits and Reports on Form S-K                                           12
</TABLE>
<PAGE>   3
Item 1-Financial Statements

         The Financial Statements of the Company are set forth below:

                         CENTRAL AMERICAN EQUITIES CORP.

                                  BALANCE SHEET
                                     ASSETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              For the Six Month
                                                                 Period Ended     For the Year Ended
                                                                 June 30, 1999    December 31, 1998
                                                              -----------------   ------------------
<S>                                                           <C>                 <C>
Current Assets

     Cash                                                        $    40,062         $     8,450
     Prepaid Expenses                                                 36,266                --
     Inventory                                                        18,590              28,901
                                                                 -----------         -----------
Total Current Assets                                             $    94,918         $    37,351

Property and Equipment

     Buildings and other depreciable assets,
     at cost, net of depreciation of $528,364                      7,732,729           7,836,653
                                                                 -----------         -----------

Other Assets

     Organization costs, net of accumulated
     amortization of $145,712                                      1,002,684           1,035,064
                                                                 -----------         -----------

Total Assets                                                     $ 8,830,331         $ 8,909,068
                                                                 ===========         ===========


                       Liability and Stockholders' Equity

Current Liabilities

     Notes payable - other                                            50,601              50,601
     Notes Payable -Banco del Comercio                               124,998             500,000
     Accounts Payable                                                 52,569              59,034
     Accrued Expenses                                                168,383              66,894
     Accrued interest expense                                          8,555               7,491
                                                                 -----------         -----------

Total Current Liabilities                                            405,106             684,020
                                                                 -----------         -----------

Long Term Debt                                                       375,002                  --
                                                                 -----------         -----------

Due to Stockholders                                                1,016,436             923,991
                                                                 -----------         -----------

Stockholders' Equity

     Common Stock                                                $    12,230         $    12,230
     Additional Paid-In Capital                                    8,797,817           8,797,817
     Retained earnings (Deficit)                                  (1,805,294)         (1,508,990)
     Unrealized Gain on Foreign Exchange                              29,034                --
                                                                 -----------         -----------
Total Stockholders' Equity                                         7,033,787           7,301,057
                                                                 -----------         -----------

Total Liabilities and Stockholders' Equity                       $ 8,830,331         $ 8,909,068
                                                                 ===========         ===========
</TABLE>


                       (See Notes to Financial Statements)


                                       -1-
<PAGE>   4
                         CENTRAL AMERICAN EQUITIES CORP.
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                             Six Month Periods                        Three Month Periods
                                         Ended                Ended                Ended                Ended
                                     June 30, 1999        June 30, 1998        June 30, 1999        June 30, 1998
                                     -------------        -------------        -------------        -------------
<S>                                  <C>                  <C>                  <C>                  <C>
Revenues                              $    726,038         $    570,362         $    274,917         $    285,181
                                      ------------         ------------         ------------         ------------

Cost of Sales

   Salaries & Wages                        256,860              294,392              129,486              147,196
   Payroll Taxes                            55,686               47,684               17,769               23,842
   Repairs & Maintenance                    20,466               16,472               13,097                8,236
   Utilities                                63,377               73,008               33,260               36,504
   Insurance                                16,599               15,992                8,253                7,996
   Other                                   296,228              247,474              117,793              123,737
                                      ------------         ------------         ------------         ------------
Total Cost of Sales                   $    709,216         $    695,022         $    319,658         $    347,511
                                      ------------         ------------         ------------         ------------

Gross Profit                          $     16,822         $   (124,660)        $    (44,741)        $    (62,330)
                                      ------------         ------------         ------------         ------------

General & Administrative

   Salaries & Wages                   $     16,365         $     13,816         $      8,366         $      6,908
   Consulting Fees                          31,270               20,030               10,920               10,015
   Legal & Professional Fees                 5,036               48,854                1,686               24,427
   Advertising                               6,126               14,438                4,045                7,219
   Commission Expense                       24,434                3,418               14,037                1,709
   Postage & Delivery                        3,365                 2252                  543                1,126
   Travel                                   43,483               48,736                4,227               24,368
   Office Expense                            7,257                1,422                1,588                  711
   Utilities                                15,324                1,680                2,917                  840
   Dues & Subscriptions                        166                  264                 --                    132
   Depreciation & Amortization             136,304              158,304               68,152               79,152
   Other Expenses                              482                8,450                  302                4,225
                                      ------------         ------------         ------------         ------------
Total General & Administrative        $    289,612         $    321,664         $    116,783         $    160,832
                                      ------------         ------------         ------------         ------------

Operating Loss                        $   (272,790)        $   (446,324)        $   (161,524)        $   (223,162)

Interest Expense                           (23,546)             (21,684)              (9,968)             (10,842)
                                      ------------         ------------         ------------         ------------

Loss before provision for

income taxes                          $   (296,304)        $   (468,008)        $   (171,492)        $   (234,004)

Provision for income taxes                    --                   --                   --                   --
                                      ============         ============         ============         ============

Net Loss                              $   (296,304)        $   (468,008)        $   (171,492)        $   (234,004)
                                      ============         ============         ============         ============

Net Loss per Common Share             $       (.02)        $       (.04)        $       (.01)        $       (.02)
                                      ============         ============         ============         ============

Weighted Average Share of

Common Stock Outstanding                12,230,252           12,230,252           12,230,252           12,230,252
                                      ============         ============         ============         ============
</TABLE>

                       (See Notes to Financial Statements)


                                       -2-
<PAGE>   5
                         CENTRAL AMERICAN EQUITIES CORP.

                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        Unrealized Gain         Total
                                       Common        Paid In           Retained           on Foreign         Stockholders
                                       Stock         Capital        Earnings Total         Exchange            Equity
                                       ------        -------        --------------      ---------------      ------------
<S>                                    <C>         <C>              <C>                 <C>                  <C>
Balance
01/23/96                                    -              -                 -                                         -

Capital Contribution                   11,356      7,248,316                 -                                 7,259,672
                                       ------      ---------        ----------                                 ---------

Balance
12/31/96                               11,356      7,248,316                 -                                 7,259,672

Capital Contribution                      749      1,424,626                 -                                 1,425,375

Common Stock Issued for
Consulting Services Rendered              100         99,900                 -                                   100,000

Net Loss                                    -              -          (572,988)                                 (572,988)
                                       ------      ---------        ----------                                 ---------

Balance
12/31/97                               12,205      8,772,842          (575,988)                                8,212,059

Net Loss                                    -              -          (702,351)                                 (702,351)
                                       ------      ---------        ----------                                 ---------

Balance
12/31/98                               12,230      8,797,817        (1,508,990)                                7,301,057

Net Loss for the
Six Months Ended
June 30, 1999                              -              -           (296,304)                                 (296,304)

Unrealized Gain on
Foreign Exchange                            -             -                  -                 29,034             29,034
                                       ------      ---------        ----------                 ------          ---------

Balance
06/30/99                               12,230      8,797,817        (1,805,294)                29,034          7,033,787
                                       ======      =========        ==========                 ======          =========
</TABLE>


                       (See Notes to Financial Statements)


                                       -3-
<PAGE>   6
                         CENTRAL AMERICAN EQUITIES CORP.
                             STATEMENTS OF CASH FLOW
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    For the             For the
                                                  Quarter Ended       Year Ended
                                                  June 30, 1999      Dec. 31, 1998
                                                  -------------      -------------
<S>                                               <C>                <C>
Cash Flows from Operating Activities

     Net Loss                                      $(296,304)         $(936,002)

     Adjustment to Reconcile Net
     Loss to Net Cash Provided by
     Operating Activities:

     Depreciation and Amortization                   136,304            316,610


     Change in Assets and Liabilities:

     Inventory                                        10,311            (12,089)

     Prepaid Expenses                                (36,266)              --
     Accrued Expenses                                101,489             16,894

     Accounts Payable                                 (6,465)            38,534

     Accrued Interest Expense                          1,064             (4,302)
                                                   ---------          ---------
Net Cash Used in Operating Activities:             $ (89,867)         $(580,355)
                                                   ---------          ---------

Cash Flows from Investing Activities:

     Organization & Start-Up Costs                      --                 --
     Capital Expenditure                                --             (267,451)
                                                   ---------          ---------

Net Cash Used in Investing Activities:             $    --            $(267,451)
                                                   ---------          ---------

Cash Flows from Financing Activities:

     Proceeds from Loans Payable                      92,445            819,278

     Gain on Foreign Exchange                         29,034               --
     Common Stock Issued for
     Consulting Services                                --               25,000
                                                   ---------          ---------

Net Cash Provided by Financing

Activities:                                          121,479            844,278
                                                   ---------          ---------


Net Increase/Decrease in Cash                         31,612             (3,528)

Cash - Beginning of Period                             8,450             11,978
Cash - End of Period                                  40,062              8,450
                                                   =========          =========

Supplemental Schedule of Cash
Flow Information

     Interest Paid                                    23,514             43,369
                                                   =========          =========

     Income Taxes Paid                                  --                 --
                                                   =========          =========
</TABLE>


                       (See Notes to Financial Statements)


                                       -4-
<PAGE>   7
                         CENTRAL AMERICAN EQUITIES CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1-Summary of Accounting Policies
       Nature of Business

         Central American Equities Corp. (the "Company" or "CAE") was
incorporated under the laws of the State of Florida on January 23, 1996. The
Company acquired Cal Tico, L.P. ("Cal Tico"). Ecolodge Partners L.P.
("Ecolodge") and Marine Lodge Partners, L.P. ("Marine Lodge" and together with
Cal Tico and Ecolodge, the "Partnerships"). 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.

         Use of Estimates

         Management uses estimates and assumptions in preparing the financial
statements in accordance with generally accepted principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

         Organization Costs

         Organization costs are amortized on a straight-line basis over five (5)
years. Amortization expense for the six months ended June 30, 1999 was $32,380.

         Equipment

         Equipment is recorded at cost less accumulated depreciation.
Depreciation is provided over the estimated useful lives of the assets by using
the straight line method of depreciation. Depreciation expense for the six
months ended June 30, 1999 was $103,924.

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

         Per Share Data

         The primary income (loss) per share was computed on the weighted
numbers of shares of common stock outstanding during the period. Common share
equivalents were not included as their inclusion would have been anti-dilutive.


                                       -5-
<PAGE>   8
Income Taxes

         The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income Taxes. SFAS No. 109 requires the establishment of
a deferred tax asset for all deductible temporary differences and operating loss
carry forwards.

         The Company has a net operating loss carry-over of approximately
$1,634,000 as of June 30, 1999, expiring through 2014.

Note 2-Long Term Debt

         Line of credit with Banco del Comercio advanced on June 30, 1998 with a
one (1) year term. Principal was due and payable on June 30, 1999. Interest only
at the rate of prime plus 2 1/2% is due and payable on the last day of each
month. As of June 30, 1999, a total of $21,386 of interest has been paid and is
reflected as Interest Expense in the Financial Statements. Subject to review and
acceptance by the lending institution, this line of credit can be renewed for an
additional one (1) year period. The funds advanced under this Line of Credit
were utilized to supplement cash flow for operating expenses and construction
costs. As of June 30, 1999, this line of credit was converted to a two (2) year
note payable with principal due and payable on January 10, 2000 in twenty four
(24) equal installments. This note carries a rate of prime plus two (2) percent
due and payable one (1) month in advance on the first of each month.

         Note payable with principal and interest due to an individual at the
rate of 8.00% due and payable on February 1, 2000. This note is for the purchase
of the beach land at the Marinelodge Resort. Accordingly, $1,064 is reflected in
the Financial Statements as Interest Expense. The Inception Date of the note is
August 1, 1995. As of June 30, 1999, the amount due on this indebtedness is
$50,601.

<TABLE>
<S>                                                                     <C>
TOTAL DEBT                                                              $550,601
LESS:  CURRENT MATURITIES                                               $175,599
                                                                        --------
LONG TERM DEBT                                                          $375,002
                                                                        --------
</TABLE>

         The aggregate amount of debt maturing during the next five (5) years is
as follows:

<TABLE>
<S>                                                                     <C>
1999                                                                    $      0
2000                                                                     300,597
2001                                                                     250,004
                                                                        --------
                                                                        $550,601
                                                                        ========
</TABLE>

Note 3-Related Party Transactions

         During the period January 23, 1996 (date of inception) to June 30,
1999, two (2) shareholders each advanced to the Company approximately $508,218
for a total of $1,016,436. There are no stated terms for repayment. The two (2)
stockholders each hold 6.0% of the issued and outstanding Class A Common Stock
and are the Company's two (2) largest shareholders. In addition, these two (2)
shareholders are also members of the Board of Directors of the Company.


                                       -6-
<PAGE>   9
         During the twelve (12) month period ended December 31, 1997, the
Company paid $100,100 in management fees to Talley King Management Company.
Talley King Management Company is jointly owned by Messers Richard William
Talley and Paul King, each of whom are 6.0% shareholders of the Company's Class
A Common Stock and are also directors. The fees paid were for management and
supervision of the Company's operations. The management contract agreement was
not renewed for 1998 and accordingly, no management fees have been paid during
1998.

Note 4-Capital Stock

         The following is a summary of the classes of Capital Stock at June 30,
1999:

         Common Stock
         Class A-Par Value $.001 Per Share:
                  Authorized 20,000,000 Shares;
                  12,230,252 issued and outstanding                    $12,230

         The holders of Class A Common Stock possess the voting power of one (1)
vote of each share of stock held. The holder of Class A Common Stock do not
possess cumulative voting rights. Class A Common stockholders having a majority
of the outstanding shares of common stock voting for the election of directors
can elect all members of the directors of the corporation.

         The Class A Common Stock has no preemptive rights or subscriptions,
redemption or commission privileges. All of the outstanding shares of common
stock are fully paid and non-assessable.

Item 2.  Management's Discussion and Analysis of Financial Condition and Result
         of Operations

         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 that ended June 30, 1999.

OVERVIEW

         CAE is a US hospitality company, based in Irvine, California and
incorporated in the state of Florida. The Company specializes in providing
high-quality food and lodging in unique natural settings in Costa Rica.

         CAE includes among its assets three hotels: Hotel Alta in Santa Ana (a
suburb of the capital city 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 full-service travel agency and marketing operation).


                                       -7-
<PAGE>   10
         All Company-owned facilities, except for Restaurant Playa Carmen (see
below), have been open and operating continuously since December 1997.

Overall Company Performance

         As reported in the 10Q for the first quarter of 1999, CAE's performance
improved significantly during the first three months of 1999. During this
quarter, the three hotels and La Luz Restaurant for the first time became
cash-flow positive.

         The second quarter of 1999, covers the beginning of the low or rainy
season for tourism in Costa Rica.

         During the first half of 1999 revenues increased to $726,038; an
increase of 27.2% over the first half of 1998. The company recorded a net loss
of $296,304 during the first half of 1999 compared to a net loss of $468,008 for
the comparable period in 1998. Significantly, total general and administrative
costs declined by 10% during the first half of 1999 when compared to the first
half of 1998.

         With the upswing in occupancy, further discussed below, and revenues
during 1999, management remains steadfast in its belief that the fundamentals
for superior performance continue to be in place. Costa Rica is a highly
desirable tourist destination which continues to increase in popularity. Soft
adventure and eco-travel remain among the most rapidly growing segments in the
travel market. And, CAE operates three uniquely attractive properties which have
been repeatedly praised by the writers and tour wholesalers who have visited
them.

Marketing

         Several marketing accomplishments have occurred that contributed to
optimism for increased sales during the next quarter and into the high season
for 1999-2000:

         American Airlines Vacations, which provides Costa Rican accommodations
for about 4000 guests annually, has listed Hotel Alta as one of only eight San
Jose-area hotels available from its select vacation program.

         British Airways has named Hotel Alta as the only San Jose hotel option
in their Costa Rican vacation program. British Airways Worldwide Vacations
anticipates booking accommodations for more than 1000 guests in Costa Rica
during 1999.

         Hayes and Jarvis, a large British wholesaler, has included Hotel Alta
among its four San Jose options. Hayes and Jarvis has booked 40 seats per week
on British Airways' direct flight to San Jose from London.


                                       -8-
<PAGE>   11
         Several large US wholesalers have decided to highlight Hotel Alta in
their brochures. For example, Sunnyland Tours is currently promoting Hotel Alta
as a honeymoon destination. Starting in August of 1999, Friendly Holiday Tours
will be highlighting Hotel Alta in its annual Costa Rica brochure. Friendly
Holiday Tours has just been purchased by Global Vacations, a large NYSE-listed
travel company which has acquired several other travel wholesalers including
Hayden Holidays, Allied Tours, Friendly Holidays, Island Resort Tours, and MTI.
Because Global Vacations is combining all of its Latin America operations, Hotel
Alta will be offered to all of Global Vacations' subsidiaries.

         Hotel Alta continues to receive significant complimentary press in
dozens of magazines and newspapers in the United States and Costa Rica.

         During the second quarter, CAE hotels participated in several industry
events including: a) National Travel Exchange Shows in Santa Barbara, CA, Long
Beach, CA, New York, and Philadelphia and b) the Los Angeles Times Travel Shows
in Los Angeles and Orange Counties.

         Supported by MartinAire Airlines (partially owned by KLM Airlines) the
Alta Hotel Group participated in the American Society of Travel Agents (ASTA)
Convention in Miami.

         Costa Rican television Channel 6 has highlighted Hotel Alta during
programs aired during April, 1999. Carmen's International Beauty Program has
also promoted Hotel Alta on Costa Rican Channel 6.

         During May, new brochures were created and the three hotels were
promoted as the Alta Hotel Group for the first time in a specially created
envelope brochure.

         Also during May, representatives of the Alta Hotel Group traveled with
the large Costa Rican travel wholesaler, TourTech International, on a
promotional excursion throughout the west coast. The Alta Hotel Group made
presentations before more than 500 retail travel agents that attended seminars
in cities from San Francisco to San Diego.

         Hotel Alta's interiors and gardens were chosen as the location for the
filming of the Miss Costa Rica Intercontinental Beauty Contest. This contest,
and Hotel Alta, were promoted on Costa Rican television for seven days prior to
the contest's filming in early July.

Liquidity and Capital Resources

         The company has relied on sales of shares of common stock and bridge
loans from stockholders to fund operations and make capital improvements. To
date, operations have resulted in losses and the Company has limited cash
liquidity and capital resources. During the second, third, and fourth quarter of
1998 and the second quarter of 1999, capitalization was not sufficient to fund
necessary expenses and management sought and succeeded in acquiring about 1.5
million in bridge loans.


                                       -9-
<PAGE>   12
         However the company has a positive net worth of over $7 Million through
the second quarter of 1999.

HOTEL ALTA

         Revenue at the three hotels is primarily dependent upon occupancy rates
and per room charges (although other services are sold). Significant
improvements in occupancy and average room rates were registered during the
first half of 1999. At Hotel Alta the occupancy for the first six months of 1999
was approximately 42%. This is a 30% increase in occupancy over the first half
of 1998.

         The average room rate during the first half of 1999 increased to more
than $116. This represents a 27% increase over the average rate during the first
half of 1998 (about $92).

LA LUZ RESTAURANT IN HOTEL ALTA

         During the second quarter of 1999, La Luz's new Executive Chef, Stefano
Delgrano came into his own. Chef Delgrano had trained under La Luz' first
executive Chef, Sherman Johnson. When Chef Johnson decided to return to the
United States in March of 1999, Chef Delgrano took charge of the kitchen. Chef
Delgrano has kept the critically acclaimed dishes that made La Luz famous and
added several new fusion creations of his own. In a significant achievement for
the restaurant, and a sign that Chef Delgrano had quickly achieved star-status,
during the summer of 1999, La Nacion, Costa Rica's biggest newspaper, named La
Luz The Best Restaurant in Costa Rica.

         La Luz has received substantial positive press since its opening. For
example, Conde Nast Traveler has named La Luz, "one of the best in Central
America" and, La Nacion, had previously given La Luz the newspaper's coveted
"Five Fork Rating". Because of the attention it has received, management plans
during the fall of 1999 to add to La Luz a sophisticated club and bar in space
currently available above the restaurant.

ECOLODGE SAN LUIS

         Ecolodge San Luis and Biological Station is an integrated
ecotourism/research/education project directed on-site by two renowned tropical
biologists. The 162-acre Ecolodge San Luis property borders on the world famous
Monteverde Cloud Forest Reserve (acclaimed as "one of the most outstanding
wildlife sanctuaries in the New World tropics" and named as one of the top ten
ecotourism destinations in the world).

         The more than 40 writers who have visited Ecolodge San Luis have been
effusive in their praise. For example, the Adventure Guide to Costa Rica has
said: "This beautifully designed lodge-research complex [is] in a gorgeous
location. Whereas there are a number of avowedly 'ecological' lodges in Costa
Rica, there is only one Ecolodge San Luis, a place created with the avowed
intention of bringing together researchers to mingle and share their work with
visitors."


                                      -10-
<PAGE>   13
SUNSET REEF AND PLAYA CARMEN

         Hotel Sunset Reef is located in the small Pacific beach-front town of
Mal Pais on the southern tip of the Nicoya Peninsula. The hotel lies on the
northern border of the renowned Absolute Natural Reserve of Cabo Blanco --- the
"jewel of nature at the very tip of the Nicoya Peninsula" (The Costa Rica
Handbook).

         The occupancy at Sunset Reef for the first six months of 1999 was about
17.3%. This is a 48% increase over the first half of 1998 (when occupancy was
11.7%).

         The average room rate during the first half of 1999 increased to
approximately $89. This represents a 46% increase over the average rate during
the first half of 1998 (approximately $61).

         The Playa Carmen restaurant and bar is located about four miles away
from Sunset Reef on the broad, white, sandy beach at Playa Carmen, known as one
of the best surfing beaches in Costa Rica. Management is preparing to open the
100-seat restaurant before the beginning of the 1999 high season. Adjacent to
the restaurant, CAE plans to construct a tent camp for surfers and low budget
travelers.

ALTA TRAVEL PLANNERS

         Alta Travel Planners (ATP) is a full-service travel agency providing
travel planning, reservations, and ticketing to large wholesalers, retail travel
agencies, and individuals. ATP's geographic focus is Costa Rica and Belize,
although services are available for travel within the United States and other
countries. Since opening in 1997, ATP's offices have been located in San Luis
Obispo, California.

         During the second quarter of 1999 management decided to move ATP's
sales office to Hotel Alta in Santa Ana, Costa Rica. In preparation for the
move, management reduced staff and sales operations in the San Luis Obispo
office during May and June. The move was successfully completed on July 14. By
operating out of Costa Rica, with an 800 number reachable toll-free from the
United States, management anticipates a significant increase in future profits
from the operation. Personnel costs are lower in Costa Rica, and charges from
service providers (e.g. rafting trips, guided tours) will be lower, as ATP can
now go directly to the provider and eliminate commissions charged by "middlemen"
or ground operators.

LEGAL PROCEEDINGS

CAE V. Francis

         CAE had brought claims against its former CEO, Warren Francis, for
beach of contract and breach of the covenant of good faith and fair dealing
under California law. The action, entitled Central American Equities, a Florida
Corporation vs. Warren Francis. These claims were pending in the United States
District Court for the Central District of California, case number 98-0485WJR
(Mcx).


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<PAGE>   14
         CAE's claim against Mr. Francis arise in part out of his alleged
failure to perform his contractual duties from approximately April through
August 1997 and his abrupt departure without notice on or about September 2,
1997. It is alleged that Mr. Francis breached his employment contract by, among
other things, allowing a personal relationship to interfere significantly with
his job performance in Cost Rica, failing to market and promote the business of
CAE, failing to create and develop tour operator and travel agent relationships
in order to maximize occupancy levels in the hotels by the 1997-98 high season,
failing responsibly to manage physical improvements and construction of the
Hotel Alta, thus causing delays in its opening to the public, failing
responsibly to hire and train appropriate staff, and failing to direct and
supervise CAE employees and staff in the performance of their duties. It is
alleged that an improper and inappropriate relationship between Mr. Francis and
a member of the staff of the Hotel Alta resulted in a breach of the covenant of
good faith and fair dealing.

         The above action was set for trial on July 16, 1999. At a mandatory
settlement conference in May the matter was settled. Defendant Warren Francis
agreed to pay plaintiffs the sum of $8000 in full settlement of all claims.
Warren Francis agreed to dismiss, with prejudice, the counter claim he had filed
against CAE as well as various third party claims.

Lindemann v. CAE

         This is a civil action filed on or about April 5, 1999 in the Superior
Court of the State of California, County of Orange by CAE's former director of
marketing. Lindemann claims monetary damages allegedly arising out of breach of
contract and fraud. Defendants Richard Wm. Talley, Paul D. King, and Talley King
& Company, Inc. have been served and filed answers. Prior to filing the suit,
the parties discussed settlement of Lindemann's claims. Lindemann demanded
approximately $16,000 and defendants offered approximately half of that amount.
The parties are currently engaged in settlement discussions and it is
anticipated that the case will settle within the next 60 days.

Item 6-Exhibits and Reports on Form S-K

Exhibits filed herewith:

None

Current reports on Form 10KSB, dated April 9, 1999, filed with the Securities
and Exchange Commission.


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                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

                                CENTRAL AMERICAN EQUITIES CORP.

                                By: /s/ MICHAEL N. CAGGIANO
                                    ---------------------------
                                    MICHAEL N. CAGGIANO
                                    President and CEO