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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ------------------
                                   FORM 10-QSB
                               ------------------


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For fiscal quarter ended January 31, 1999

                         Commission File Number: 0-24846

                          COLORADO CASINO RESORTS, INC.
             (Exact name of Registrant as specified in its Charter)


           Texas                                       84-1303693
(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                     Identification No.)

                             304 South 8th Street
                                   Suite 201
                          Colorado Springs, CO  80905
                                (719) 635-7047
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)


      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                         Common Stock, $0.001 Par Value
                                (Title of Class)

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Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock as of the latest  practicable  date:  38,740,632  shares of common
stock, $0.001 par value per share.

Transitional Small Business Disclosure Format: Yes [X]  No [   ]


                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None.

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<PAGE>



Colorado Casino Resorts, Inc.
CONSOLIDATED BALANCE SHEETS (Unaudited)


                                       ASSETS
                                                     January 31,   October 31,
                                                        1999          1998
                                                        ----          ----

CURRENT ASSETS
Cash & cash equivalents                              $ 1,681,707   $ 1,573,519
Inventory                                                180,377        96,429
Advances to officers                                     125,443       125,443
Other                                                    203,855       349,781
                                                     -----------   -----------
   TOTAL CURRENT ASSETS                                2,191,382     2,145,172
                                                     -----------   -----------

REAL ESTATE HELD FOR FUTURE DEVELOPMENT                3,250,000     3,250,000
                                                     -----------   -----------

LAND, BUILDING AND EQUIPMENT - NET                    40,595,493    40,459,018
                                                     -----------   -----------

OTHER ASSETS
   Debt issue cost                                       329,834       359,819
   Debt extension cost                                   138,337       158,100
   Deposits                                               69,412        63,108
                                                     -----------   -----------
TOTAL OTHER ASSETS                                       537,583       581,027
                                                     -----------   -----------

   TOTAL ASSETS                                      $46,574,458   $46,435,217
                                                     ===========   ===========












                       [THIS SECTION INTENTIONALLY LEFT BLANK]








The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                        -2-

<PAGE>



Colorado Casino Resorts, Inc.
CONSOLIDATED BALANCE SHEETS (Unaudited)


                   LIABILITIES & STOCKHOLDERS' EQUITY [DEFICIENCY]

                                                      January 31,   October 31,
                                                         1999          1998
                                                         ----          ----

CURRENT LIABILITIES
   Revolving Credit Facility                          $14,518,064   $13,655,296
   Accounts payable                                     1,024,504       349,320
   Accrued expenses                                     1,161,596     1,303,328
   Slot club liability                                    358,573       348,949
   Incremental progressive slot liability                 446,552       374,264
   Current maturities - long term debt                 10,819,963    10,819,963
   Current maturities - long term debt,
     related party                                      7,759,718     7,796,411
   Convertible debenture, related party                 4,500,000     4,500,000
   Current maturities - capital lease obligations       1,040,803       629,787
   Interest payable                                     1,540,923     1,252,825
   Interest payable - related party                     2,311,951     1,953,240
   Interest payable - convertible debentures,
     related party                                        822,339       909,261
   Due to officers                                         30,000        30,000
   Other current liabilities                              100,711        99,711
                                                      -----------   -----------
   TOTAL CURRENT LIABILITIES                           46,435,697    44,022,355
                                                      -----------   -----------

LONG-TERM DEBT-LESS CURRENT PORTION                     3,908,702     3,908,702
CAPITAL LEASE OBLIGATIONS-LESS CURRENT PORTION            250,900       667,437
                                                      -----------   -----------

   TOTAL LIABILITIES                                   50,595,299    48,598,494
                                                      -----------   -----------


STOCKHOLDERS' EQUITY [DEFICIENCY]

   Preferred  convertible  stock,  Series One,
     $10 par value  5,000,000  shares
     authorized, None and None
     issued and outstanding, respectively                     ---           ---

   Common stock, $0.001 par value, 100,000,000
     shares authorized, 38,740,632 and 38,740,632
     issued and outstanding, respectively                  38,741        38,741

   Paid-in capital                                     19,025,188    19,025,188
   Deferred compensation                                  (81,500)      (81,500)
   Accumulated deficit                                (23,003,270)  (21,145,706)
                                                      -----------   -----------
   TOTAL STOCKHOLDERS' DEFICIENCY                      (4,020,841)   (2,163,277)
                                                      -----------   -----------

   TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY       $46,574,458   $46,435,217
                                                      ===========   ===========




The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                        -3-

<PAGE>



Colorado Casino Resorts, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

                                                    Quarter Ended Quarter Ended
                                                     January 31,   January 31,
                                                        1999          1998
                                                        ----          ----

REVENUES
   Casino                                            $ 4,748,764   $ 3,799,369
   Rooms                                                 501,013       375,271
   Food and beverage                                     490,352       431,973
   Other                                                 124,489       132,443
                                                     -----------   -----------
   TOTAL REVENUES                                      5,864,618     4,739,056
                                                     -----------   -----------

EXPENSES
   Casino                                              2,065,270     1,811,185
   Rooms                                                 284,623       240,076
   Food and beverage                                     704,235       628,189
   Marketing                                           1,597,822       725,516
   General and administrative                          1,297,862     1,101,296
   Depreciation and amortization                         721,591       517,746
                                                     -----------   -----------
   TOTAL EXPENSES                                      6,671,403     5,024,008
                                                     -----------   -----------

LOSS FROM OPERATIONS                                    (806,785)     (284,952)

   Interest expense                                    1,057,741     1,172,686
                                                     -----------   -----------

LOSS BEFORE INCOME TAX                                (1,864,526)   (1,457,638)

INCOME TAXES                                                 ---           ---
                                                     -----------   -----------

NET LOSS                                             $(1,864,526)  $(1,457,638)
                                                     ===========   ===========

NET LOSS PER COMMON SHARE                            $   (0.0482)  $   (0.0377)
                                                     ===========   ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING         38,667,715    38,666,000
                                                     ===========   ===========




                       [THIS SECTION INTENTIONALLY LEFT BLANK]








The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                        -4-

<PAGE>



Colorado Casino Resorts, Inc.
CONSOLIDATED STATEMENT OF CASHFLOWS (Unaudited)

                                                     Quarter Ended Quarter Ended
                                                      January 31,   January 31,
                                                         1999          1998
                                                         ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                              $(1,864,526)  $(1,457,638)
Noncash items
      Depreciation and amortization                       721,591       517,746
      Amortization of debt issue costs                     49,748       103,505
(Increase) decrease in:
      Inventory                                           (83,948)       23,919
      Other current assets                                145,926       178,052
      Other assets                                       (686,434)     (571,495)
(Decrease) increase in:
      Accounts payable                                    675,184       637,211
      Incremental progressive slot liability               72,288        97,556
      Slot club liability                                   9,624        12,114
      Interest payable                                    559,887       427,551
      Accrued other expenses                             (141,732)     (446,343)
      Other current liabilities                             1,000         2,718
                                                      -----------   -----------
            Net cash used for operating activities       (541,392)     (475,104)
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land, building and equipment                 (136,475)      (74,482)
Advances to officers                                          ---       126,332
                                                      -----------   -----------
            Net cash provided (used) by investing
              activities                                 (136,475)       51,850

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officers                                        ---       267,500
Borrowings, long-term debt                                862,768           ---
Repayments, long-term debt                                (40,020)     (140,983)
Repayments, long-term debt, related party                 (36,693)     (321,741)
                                                      -----------   -----------
            Net cash provided (used) by financing
               activities                                 786,055      (195,224)

INCREASE (DECREASE) IN CASH AND EQUIVALENTS               108,188      (618,478)
CASH AND EQUIVALENTS, BEGINNING                         1,573,519     1,962,486
                                                      -----------   -----------

CASH AND EQUIVALENTS, ENDING                          $ 1,681,707   $ 1,344,008
                                                      ===========   ===========




                       [THIS SECTION INTENTIONALLY LEFT BLANK]





The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                        -5-

<PAGE>



                  COLORADO CASINO RESORTS, INC. & SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note A:  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form 10-QSB of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the three month period ended  January 31, 1999
are not necessarily  indicative of the results that may be expected for the year
ended  October  31,  1999.  The  unaudited  condensed   consolidated   financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and the footnotes  thereto included in the Company's annual report on
Form 10-KSB for the year ended October 31, 1998.

Furthermore,  the  information  set forth in the  financial  statements  for the
fiscal quarter ended January 31, 1999 do not give effect to certain  adjustments
to the  Company's  general  ledger  required  to be made as of fiscal year ended
October 31, 1998.  When made,  these  adjustment  are expected to cause material
changes to the financial  information included herein and the Company will amend
this quarterly report on Form 10-QSB to reflect such changes.

Note B:  Summary of Significant Accounting Policies

The  Company's  accounting  policies  are  outlined  in  the  audited  financial
statements included with the Company's most recent Form 10-KSB.  There have been
no changes in accounting principles or practices in the current fiscal year.

Note C:  Long Term Debt

During  the three  months  ended  January  31,  1999,  the  Company  made  total
repayments  of $76,713,  with $40,020 on long-term  debt and capital  leases and
$36,693 on long-term debt, related party. The Company borrowed $862,768 from its
revolving credit facility.

Note D:  Income Taxes

The  Company has an  estimated  deferred  tax benefit of $727,000  for the three
months  ended  January  31,  1999 which has been  offset in full by a  valuation
allowance.


                                      *****

                                       -6-

<PAGE>



                  COLORADO CASINO RESORTS, INC. & SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                           PLANS FOR FUTURE OPERATIONS


RESULTS OF OPERATIONS

The Company has made several restatements and reclassifications to the Company's
1997  and  1996  fiscal  year  financial  statements.  The  restatements  relate
principally from: (i) the reclassification and accounting for the Company's slot
machines, other leased assets and its licensed software; (ii) interest and other
expenses related to the Company's  convertible  preferred stock, stock warrants,
convertible  debentures,  tokens and chips and computer player tracking  system;
and  (iii)  the   reclassification   of  certain   one-time  casino  revenue  to
extraordinary  gain. The financial  information  contained herein for the fiscal
quarter ended January 31, 1998 has not been amended to reflect such  restatement
and reclassifications.  Furthermore,  the information set forth in the financial
statements  for the fiscal  quarter ended January 31, 1999 do not give effect to
certain  adjustments to the Company's  general ledger  required to be made as of
fiscal year ended October 31, 1998. When made,  these adjustment are expected to
cause  material  changes to the financial  information  included  herein and the
Company will amend this quarterly report on Form 10-QSB to reflect such changes.

The results described herein reflect the consolidated  operations of the Company
and its  wholly-owned  operating  subsidiaries,  Double Eagle Resorts,  Inc. and
Creeker's, Inc., for the fiscal quarter ended January 31, 1999 compared with the
same period in fiscal year 1998.

The Company  reported  total  operating  revenues for the fiscal  quarter  ended
January  31, 1999 of  $5,864,618,  an increase  of  $1,125,562,  or 23.8%,  from
revenues  of  $4,739,056  recorded  for the same fiscal  quarter in 1998.  Total
operating  expenses were $6,671,403 for the three months ended January 31, 1999,
increasing  by  $1,647,395,  or 32.8% from  $5,024,008  reported in 1998.  Total
operating  expenses as a percentage of total  revenues  increased to 113.8% from
106%  reported in the  comparable  period of 1998,  largely due, in part,  to an
increase in marketing,  general and administrative,  and depreciation  expenses.
There were no acquisitions nor any sale of stock of any significance during this
quarter.

Casino.  Casino revenues  accounted for approximately 81% of the total operating
revenues in first fiscal  quarter  1999.  For the three months ended January 31,
1999, casino revenues were $4,748,764, representing an increase of $949,395 from
the $3,799,369  reported during the same period in 1998.  Management  attributes
this increase to improved customer patronage resulting from the increased payout
percentages and aggressive  marketing  campaign deployed to advertise this fact.
Slot machine revenues  generally  consist of the total amount wagered (i.e., the
handle) less the amounts paid out to customers.  During the same period in 1998,
the Company's  slot machines  have had a lower payout  percentage  than the slot
machines of its  competitors in Cripple Creek.  Management  continues to monitor
the  payout  percentage  of its  gaming  devices  and may  further  adjust  such
percentages in the future in order to maximize casino revenues.

Costs and expenses of casino  operations  were $2,065,270 for the fiscal quarter
ended January 31, 1999, an increase of $254,085,  or 14.0%,  from the $1,811,185
reported in 1998. The net increase in costs and expenses of casino operations is
attributable  to  higher  payroll  expenses.  Casino  costs  and  expenses  as a
percentage of casino revenues decreased to 43.5% for the 1999 period compared to
47.7% from the comparable period in 1998, as a result of improved efficiencies.

Rooms.  Room  revenues  accounted  for  approximately  8.5% of  total  operating
revenues in the 1999 period.  During this period,  room revenues were  $501,013,
representing an increase of $125,742,  or 33.5%,  from the $375,271  reported in
the 1998 period.  The increase in such revenues during the first quarter 1999 is
primarily  attributable  to better  focused  marketing  programs  and  incentive
packages  directed at the Company's  rated players.  Costs and expenses of hotel
operations  increased $44,547, or 18.6%, to $284,623,  from $240,076 recorded in
1998. Costs and expenses as a percentage of room revenues  decreased to 56.8% in
the three  months  ended  January  31,  1999 as  compared  to 64.0%  during  the
comparable period in 1998.

Food and Beverage.  Food and beverage revenues  accounted for approximately 8.4%
of total  revenues in the 1999  period.  During this  period,  food and beverage
revenues were $490,352,  representing an increase of $58,379, or 13.5%, from the
$431,973  reported in the 1998  period.  Costs and expenses of food and beverage
were $704,235 for the 1999 period, up $76,046,  or 12.1%, from $628,189 recorded
in the 1998  period.  Costs and  expenses as a  percentage  of food and beverage
revenues  decreased to 143.6% in the 1999 period from 145.4% in the 1998 period,
reflecting the cost savings derived from the buffet format.


                                       -7-

<PAGE>




Other.  Other  consists of revenues  generated  from the Company's gift shop and
parking lot  operations.  During the first fiscal  quarter 1999,  other revenues
were $124,489,  down 7,954, or 6.0%, from $132,443  reported in the 1998 period.
This decrease is mainly  attributable  to the reduced number of vehicles  during
the winter  months  compared to the same  period in fiscal  year 1998.  Refunded
parking fees are recognized as a marketing expense. The $5.00 fee collected from
the customer to park in the  Company's  parking lots is refunded from its casino
once the customer has demonstrated patronage.

Marketing.  Marketing  expenses  were  $1,597,822  for the fiscal  quarter ended
January 31, 1999,  up  significantly  by  $872,306,  or 120.2% from the $725,516
reported in the 1998  period.  The increase in  marketing  expense  reflects the
Company's  aggressive  deployment  of its  marketing  campaign,  which  includes
comprehensive  advertising,  direct  mail  programs,  generous  slot club  point
awards,  and cash  disbursements  made to  patrons  upon the  redemption  of bus
coupons.  During the quarter,  the Company  participated in a city-wide  bussing
program whereby riders are given coupon books which include a coupon  redeemable
for $5.00 cash from the  Company's  casinos - in order to provide  incentive for
customer  patronage.  The  Company  redeemed  over  $460,000  in  such  coupons.
Marketing  expenses as a percentage of total revenues increased to 27.2% for the
three months ended January 31, 1999 compared to 15.3% reported in 1998.

General and Administrative.  General and administrative expenses were $1,297,862
for the three months  ended  January 31,  1999,  up $196,566,  or 17.8% from the
$1,101,296 reported in the 1998 period. General and administrative expenses as a
percentage  of total  revenues  decreased to 22.1% for the fiscal  quarter ended
January 31, 1999 from 23.2% for the comparable period in 1998.

Depreciation  and  Amortization.  Depreciation  and  amortization  increased  to
$721,591 for the fiscal  quarter  ended  January 31, 1999,  compared to $517,746
reported in 1998.

Loss from  Operations.  As a result of the factors  discussed above, the Company
recognized  a loss from  operations  of $806,785  for the fiscal  quarter  ended
January 31, 1999 as compared to a loss from  operations of $284,952  recorded in
the 1998 period.

Interest  Expense.  Interest  expense was  $1,057,741 for the three months ended
January 31, 1999, a decrease of $114,945,  or 9.8%, from the $1,172,686 reported
for the comparable period in 1998. The decrease in interest expense is primarily
attributable  to the replacement of debt with higher level of interest rate with
the Foothill  Revolving Credit Facility.  See "Liquidity and Capital  Resources"
below.

Net Loss.  The net loss for the Company was  $1,864,526  for the fiscal  quarter
ended January 31, 1999,  an increase of $406,888,  or 27.9% from the net loss of
$1,457,638 reported in the 1998 period.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  has  financed  its  operations  and  capital   expenditures   with
principally borrowings from private investors,  the sale of equity securities in
private transactions, and bank borrowings.

At  January  31,  1999,  the  Company  had cash and  cash  equivalents  totaling
$1,681,707  and  $481,936 of  additional  liquidity  under the  Foothill  Credit
Facility,  which is described below.  Net cash used by operating  activities was
$541,392 for the  three-months  ended  January 31, 1999.  Cash used by investing
activities  totaled  $136,475 for the quarter ended January 31, 1999,  primarily
for the purchase of gaming  devices.  Net cash provided by financing  activities
was $786,055,  which included $862,768 of net borrowings during the three months
ended January 31, 1999.

The  Company  had  $46,435,697  of  liabilities  due within  one year,  but only
$2,191,382  in  current  assets at January  31,  1999,  resulting  in a negative
current ratio of 0.04:1.0.  The Company's  substantial  indebtedness  could have
important consequences to the Company,  including to: (i) make it more difficult
for the Company to satisfy its  obligations to its creditors;  (ii) increase the
Company's  vulnerability  to general adverse  economic and industry  conditions;
(iii)  limit the  Company's  ability to fund  future  working  capital,  capital
expenditures and other general corporate requirements;  (iv) limit the Company's
flexibility in planning for, or reacting to, changes in the Company's  business;
(v) limit the  ability of the  Company to carry out its growth  strategy,  which
includes the construction of a parking garage and conference  center adjacent to
the Double Eagle  Casino,  and the  acquisition  and  development  of additional
casinos. The report of the Company's  independent public auditors for the fiscal
year ended October 31, 1998 contained an explanatory paragraph which states that
the  Company's   current  working  capital   deficiency  and  net  losses  raise
substantial doubt about the Company's ability to continue as a going concern.



                                       -8-

<PAGE>



The  Company is in payment  default  on several of its debt  obligations.  Among
others,  at January  31,  1999,  the  Company  was in  default  under its credit
facility with Foothill  Corporation for not maintaining  EBITDA (Earnings Before
Interest,  Taxes,  Depreciation and  Amortization,  as defined) of at least four
million  ($4,000,000),  measured on a rolling  twelve-month  basis. The Foothill
Credit  Facility  bears  interest at the greater of 8% or the prime rate plus 2%
(9.75% at January  31,  1999),  and is secured by a first  mortgage  lien on The
Double Eagle  (including  the adjacent  parking lot) and a lien on the equipment
and other personal property of Double Eagle Resorts,  Inc. As of April 14, 1999,
the  interest  rate was  increased  to the prime rate plus 3%. The  Company  has
guaranteed Double Eagle's obligations under the Foothill Credit Facility,  which
guarantee is secured by a pledge of the Company's  equity interest in The Double
Eagle.  Management  will seek to negotiate  payment  plans or otherwise  reach a
satisfactory  resolution  with each of its  creditors  with whom the Company has
defaulted in its obligations. No assurance can be given that the Company will be
successful in restructuring its various debt obligations.

If the Company is unsuccessful in raising  additional  financing or unsuccessful
in  satisfactorily  renegotiating its debt obligations with its current lenders,
the Company is not expected to have  sufficient  cash to fund operations for the
next twelve  months and would be  required to take some or all of the  following
actions in order to conserve its cash resources: (i) postpone the implementation
of its growth  strategy,  including the  construction  of the parking garage and
conference  center;  (ii) implement  significant cost controls;  (iii) reduce or
otherwise  discontinue  operations;  (iv) sell one or more of its assets; or (v)
engage in a merger or other form of  corporate  reorganization.  If such actions
are  inadequate to generate  sufficient  cash to meet its debt  obligations  and
support its operations,  the Company would be required to seek protection  under
applicable bankruptcy laws.

YEAR 2000 COMPLIANCE

The   inability   of   computers,   software  and  other   equipment   utilizing
microprocessors  to  recognize  and properly  process  data fields  containing a
two-digit year is commonly referred to as the Year 2000 compliance issue. As the
Year 2000 approaches,  such systems may be unable to accurately  process certain
date-based information.

The Company is in the  process of  identifying  and  modifying  all  significant
hardware and software applications that will require modification to ensure Year
2000  compliance.  Relying  primarily  on  internal  resources,  the Company has
completed  a  preliminary  audit  of  its  significant   hardware  and  software
applications.  This audit  revealed that the player  tracking  software that the
Company licenses from IGT and certain  personal  computers used in the Company's
casino operations may not presently be Year 2000 compliant. The Company has been
advised by IGT and personal computer manufacturer that such systems will be Year
2000  compliant by August 1999. The estimated cost to address the Company's Year
2000 issues is not expected to have a material impact on the Company's business,
operations or financial condition. If the modification of the Company's hardware
and software  compliance is not timely completed or is not fully effective,  the
Year 2000 problem may have a serious  negative  impact on the  operations of the
Company.

Although the Company has communicated  with its external  service  providers and
vendors to ensure that the  providers  and  vendors  are taking the  appropriate
action to address  Year 2000  issues and has not  received  any notice from such
persons that their  operations will not be Year 2000 compliant,  there can be no
assurance that the systems of third parties on which the Company's  systems rely
will be timely converted.


FORWARD-LOOKING STATEMENTS

In  connection  with  the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform  Act of 1995  (the  "Reform  Act"),  the  Company  is  hereby
providing cautionary  statements  identifying important factors that could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking  statements  (as such term is defined in the Reform Act) made by
or on behalf of the  Company  herein or  orally,  whether in  presentations,  in
response to questions or otherwise.  Any  statements  that  express,  or involve
discussions as to,  expectations,  beliefs,  plans,  objectives,  assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as  "intends,"  "plans,"  "will  result,"  "are expected to," "will
continue," "is  anticipated,"  "estimated,"  "projection" and "outlook") are not
historical facts and may be forward-looking  and,  accordingly,  such statements
involve  estimates,  assumptions,  and  uncertainties  which could cause  actual
results  to  differ  materially  from  those  expressed  in the  forward-looking
statements.  Such  uncertainties  include  the  risk  factors  set  forth in the
Company's  Annual  Report on Form 10-KSB for the fiscal  year ended  October 31,
1998.  They also include the  following  conditions or  uncertainties:  (i) risk
associated with real estate  ownership,  operations and  development,  including
environmental  liabilities,  worker's strikes,  construction  delays,  obtaining
building permits and necessary  zoning changes;  (ii) illiquidity of real estate
holdings; (iii) imposition of new regulatory requirements affecting the Company;
(iv) the delay or failure to properly  manage  growth;  (v) effect of  uninsured
loss; and (vi) breakdown of water, sewage or other municipal services in Cripple
Creek and other conditions beyond the control of the Company. The

                                       -9-

<PAGE>



Company  cautions that actual results or outcomes could differ  materially  from
those  expressed in any  forward-looking  statements made by or on behalf of the
Company. Any forward-looking  statement speaks only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to time,  and it is not
possible for  management  to predict all of such  factors.  Further,  management
cannot  assess the impact of each such  factor on the  business or the extent to
which any factor, or combination of factors,  may cause actual results to differ
materially from those contained in any forward-looking statements.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normally  recurring  accruals)  considered  necessary for a fair presentation
have been included.

Operating  results for the quarter ending  January 31, 1999 are not  necessarily
indicative  of the results that may be expected for the year ending  October 31,
1999.  For  further  information,  refer  to  the  consolidated  statements  and
footnotes included in the Registrant's annual report on Form 10-KSB for the year
ending October 31, 1998.


                                      *****

                                      -10-

<PAGE>


                  COLORADO CASINO RESORTS, INC. & SUBSIDIARIES


                                   SIGNATURES

Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities  Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized  this 28th day of April,
1999.

                                  COLORADO CASINO RESORTS, INC.

April 28, 1999               By:     /s/ Michael S. Smith
                                  ------------------------------
                                  Michael S. Smith
                                  Interim President and Chief Executive Officer,
                                  Secretary and General Counsel, Director



April 28, 1999                       /s/ Farid E. Tannous
                                  ------------------------------
                                  Farid E. Tannous
                                  Treasurer and Chief Financial Officer
                                  (Principal Financial Officer)


                                      -11-