<Page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report
January 25, 2002
----------------
Central American Equities Corp.
(Exact name of registrant as specified in its chapter)
Florida 0-24185 65-0636168
------- ------- ----------
(State or other jurisdiction Commission IRS Employer
of incorporation) File Number Identification No.)
POB 718-1260 PLAZA COLONIAL, ESCAZU COSTA RICA
----------------------------------- -----------
(Address of principal executive offices) (Country)
Registrant's telephone number, including country code
+011 506-282-4160
-----------------
----------------------------------------------------------
(Former name or former address, if changed since last report)
<Page>
ITEM 2. DISPOSITION OF ASSET.
We are reporting the sale of Ecolodge San Luis & Biological Station, our hotel
property located in San Luis Valley, Monteverde, Costa Rica. We (CAE) have sold
the 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, are
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 price is based upon the value of assets and the
ongoing business. We have 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 have been used to pay all liabilities including all
severance-related payments to employees.
CAE will retain a relationship with Ecolodge San Luis. We will continue to send
guests to Ecolodge San Luis as a wholesaler ---- retaining 40% (60% until the
sale is completed) of fees charged to guests. Ecolodge San Luis plans to send
guests to Hotel Alta and Sunset Reef (CAE's other hotels in Costa Rica) from the
University of Georgia.
We decided to sell the Ecolodge San Luis because of its disappointing sales and
profit levels and the belief that a greater return could be achieved by
investing elsewhere. We plan to use proceeds from the sale to reduce corporate
debt including debt related to Sunset Reef, thereby achieving its reacquisition
(see September 30, 2001 10Q for information related to Sunset Reef). We also are
actively exploring the opportunity to use funds from the sale of the Ecolodge to
purchase other tourism-related businesses or properties in Costa Rica.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRAL AMERICAN EQUITIES CORP.
(Registrant)
___________________________________________ Date: January 25, 2002
Michael N. Caggiano
President and CEO