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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 April 30, 1998

                         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)

--------------------------------------------------------------------------------


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:  38,665,632  shares of common
stock, $0.001 par value per share.


                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None.



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<PAGE>

                  COLORADO CASINO RESORTS, INC. & SUBSIDIARIES
<TABLE>
<CAPTION>

                                      INDEX

<S>           <C>                                                                             <C>
Part I.       Financial Information

              Item 1.      Financial Statements

                           Consolidated Balance Sheets - (unaudited) for April 30, 1998......  3

                           Consolidated Statement of Operations - (unaudited) for
                               April 30, 1998 and April 30, 1997.............................  4

                           Consolidated Statements of Cash Flows - (unaudited) for
                               April 30, 1998 and April 30, 1997.............................  5

                           Notes to Consolidated Financial Statements........................  6


              Item 2.      Management's Discussion and Analysis of Financial Condition
                               as well as Future Plans.......................................  7


Part II.      Other Information

              Item 1.      Legal Proceedings.................................................  11
              Item 2.      Changes in Securities.............................................  11
              Item 3.      Defaults upon Senior Securities...................................  11
              Item 4.      Submission of Matters to a Vote of Security Holders...............  11
              Item 5.      Other Information.................................................  11
              Item 6.      Exhibits and Reports..............................................  11

              Signatures.....................................................................  12
</TABLE>


                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
refer to events that could occur in the future or may be  identified  by the use
of words such as "intend," "plan," "believe,"  "anticipate,"  correlative words,
and other  expressions  indicating  that future  events are  contemplated.  Such
statements are subject to inherent risks and  uncertainties,  and actual results
could differ materially from those projected in the  forward-looking  statements
as a result of certain of the risk factors set forth  following and elsewhere in
this Quarterly Report on Form 10-QSB.

--------------------------------------------------------------------------------

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
Colorado Casino Resorts, Inc.
CONSOLIDATED BALANCE SHEETS (Unaudited)

                                                            April 30,      October 31,
                                                               1998            1997
                                                          ------------   -------------
<S>                                                       <C>             <C>      
                                     ASSETS
CURRENT ASSETS
Cash & cash equivalents ...............................   $  1,378,506    $  1,962,486
Inventory .............................................        136,374         182,641
Advances to officers ..................................        162,417            --
Other .................................................        476,364         567,678
                                                                          ------------
                                                                          ------------
   TOTAL CURRENT ASSETS ...............................      2,153,661       2,712,805
                                                          ------------    ------------

PROPERTY, PLANT & EQUIPMENT
Land ..................................................     16,106,628      16,106,628
Building and improvements .............................     23,644,286      23,637,572
Furniture, fixtures & equipment .......................      8,693,870       8,520,407
Accumulated depreciation & amortization ...............     (4,422,394)     (3,259,534)
                                                          ------------    ------------
   TOTAL PROPERTY, PLANT & EQUIPMENT ..................     44,022,390      45,005,073
                                                          ------------    ------------

OTHER ASSETS ..........................................        768,557         657,976
                                                          ------------    ------------

   TOTAL ASSETS .......................................   $ 46,944,608    $ 48,375,854
                                                          ============    ============


                     LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued expenses ......................................      3,183,773       1,827,187
Accrued interest payable, related party ...............        881,748         506,593
Due to officers .......................................           --            62,745
Current portion, long-term debt .......................      9,523,732       1,220,964
Current portion, capital lease obligations ............        739,420         630,425
                                                          ------------    ------------
   TOTAL CURRENT LIABILITIES ..........................     14,328,673       4,247,914
                                                          ------------    ------------

CONVERTIBLE DEBENTURES, RELATED PARTY .................      5,516,988       5,516,988
LONG-TERM DEBT, RELATED PARTY .........................      7,557,583       7,879,324
LONG-TERM DEBT ........................................     12,193,058      20,851,322
OBLIGATION UNDER CAPITAL LEASE ........................      1,995,022       2,065,010

                                                          ------------    ------------
   TOTAL LIABILITIES ..................................     41,591,324      40,560,558
                                                          ------------    ------------

STOCKHOLDERS' EQUITY

Common stock, $0.001 par value, 100,000,000
    shares authorized, 38,665,632 and 38,665,632
    issued and outstanding, respectively ..............         38,666          38,666

Paid-in capital .......................................     15,777,125      15,777,125
Retained earnings (accumulated deficit) ...............    (10,462,507)     (8,000,496)
                                                          ------------    ------------
   TOTAL STOCKHOLDERS' EQUITY .........................      5,353,284       7,815,296
                                                          ------------    ------------

   TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ...........   $ 46,944,608    $ 48,375,854
                                                          ============    ============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
Colorado Casino Resorts, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

                                              Six Months Ended   Six Months Ended
                                                  April 30,          April 30,
                                                     1998              1997
                                                 ------------      ------------
<S>                                              <C>               <C>         
OPERATING REVENUE
Casino .....................................     $  7,997,166      $  7,872,728
Hotel & gift shop ..........................          905,905           962,835
Restaurant & bars ..........................          903,719           749,221
Other ......................................          206,971              --
                                                 ------------      ------------
   TOTAL OPERATING REVENUE .................       10,013,761         9,584,784
                                                 ------------      ------------

OPERATING EXPENSES
Casino .....................................        4,001,507         3,799,218
Hotel & gift shop ..........................          529,407           659,276
Restaurant & bars ..........................        1,290,383         1,168,308
Marketing/General and administrative .......        3,301,530         3,358,573
Depreciation and amortization ..............        1,096,774         1,290,535
                                                 ------------      ------------
   TOTAL OPERATING EXPENSE .................       10,219,601        10,275,910
                                                 ------------      ------------

INCOME (LOSS) FROM OPERATIONS ..............         (205,840)         (691,126)
                                                 ------------      ------------

NONOPERATING INCOME (EXPENSE)
Interest expense ...........................        2,256,262         2,616,663

LOSS BEFORE INCOME TAXES ...................       (2,462,102)       (3,307,789)
                                                 ------------      ------------

INCOME TAXES ...............................             --                --

NET LOSS ...................................     $ (2,462,102)     $ (3,307,789)
                                                 ============      ============

NET LOSS PER SHARE .........................     $    (0.0637)     $    (0.0932)
                                                 ------------      ------------

WEIGHTED AVERAGE NUMBER
      OF SHARES OUTSTANDING ................       38,666,000        35,493,000
                                                 ============      ============
</TABLE>



                     [THIS SECTION INTENTIONALLY LEFT BLANK]



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

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
Colorado Casino Resorts, Inc.
CONSOLIDATED STATEMENT OF CASHFLOWS (Unaudited)

                                                            Six Months Ended  Six Months Ended
                                                                April 30,        April 30,
                                                                  1998             1997
                                                               -----------    -----------
<S>                                                            <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ...................................................   $(2,462,102)   $(3,307,961)
Noncash items
      Depreciation and amortization ........................     1,096,774      1,290,535
      Amortization of debt issue costs .....................       288,160        219,500
(Increase) decrease in:
      Inventory ............................................        46,267         (2,398)
      Other current assets .................................        91,314         (6,116)
      Other assets .........................................      (532,565)      (156,560)
(Decrease) increase in:
      Accrued expenses .....................................     1,356,586        508,252
      Interest payable, related party ......................       375,155           --
                                                               -----------    -----------
            Net cash provided (used) by operating activities       259,589     (1,454,748)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land, building and equipment ...................      (180,177)    (1,561,648)
Advances to officers .......................................      (292,662)          --
                                                               -----------    -----------
            Net cash provided (used) by investing activities      (472,839)    (1,561,648)
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officers .....................................       267,500        513,670
Borrowings, long-term debt and capital leases ..............          --        2,617,345
Repayments, long-term debt and capital leases ..............      (316,489)      (725,653)
Repayments, long-term debt, related party ..................      (321,741)          --
                                                               -----------    -----------
            Net cash provided (used) by financing activities      (370,730)     2,405,362
                                                               -----------    -----------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS ................      (583,980)      (611,034)
                                                               -----------    -----------
CASH AND EQUIVALENTS, BEGINNING ............................     1,962,486      2,828,994
                                                               -----------    -----------

CASH AND EQUIVALENTS, ENDING ...............................   $ 1,378,506    $ 2,217,960
                                                               ===========    ===========
</TABLE>


                     [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:       Summary of Significant Accounting Policies

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

Note B:       Long Term Debt

During the six months ended April 30, 1998, the Company made total repayments of
$638,230,  with  $316,489 on long-term  debt and capital  leases and $321,741 on
long-term debt, related party.

Note C:       Advances to/from Officers

During the six months ended April 30, 1998,  the Company  advanced to officers a
total of  $292,662.  The  officers  repaid a total of  $267,500  to the  Company
leaving  balance of $162,417  remaining as a receivable  to the Company at April
30, 1998.

Note D:       Income Taxes

The Company has an estimated deferred tax benefit of $970,000 for the six months
ended April 30, 1998 which has been offset in full by a valuation  allowance due
to the availability of a net operating loss carryforwards at April 30, 1998.



                     [THIS SECTION INTENTIONALLY LEFT BLANK]




                                      -6-

<PAGE>
                  COLORADO CASINO RESORTS, INC. & SUBSIDIARIES


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

OVERVIEW AND PLAN OF OPERATION

Colorado Casino Resorts,  Inc., ("CCRI" and/or the "Company") is in the business
of developing  and  operating  casino and hotel resort  properties.  Through its
wholly owned subsidiaries,  Creeker's, Inc. and Double Eagle Resorts, Inc., CCRI
is the owner of  Creeker's  Casino  ("Creeker's")  and the Double  Eagle Hotel &
Casino (the "Double Eagle"), both located in Cripple Creek, Colorado.

During the six months ended April 30, 1998,  the Company  reported net operating
revenues of $10.01  million,  an increase  of  $429,000,  or 4.9% from the $9.58
million reported during the same period in 1997. The Company reported a net loss
of $(2.46)  million,  or $(0.064) per share,  for the six months ended April 30,
1998 compared to a net loss of $(3.31) million, or $(0.093) per share,  reported
for the same period last year. Although the Company's business is not considered
to be seasonal, the highest levels of business activity in Colorado occur during
the tourist  season (i.e.,  from May through  September).  Its base level (i.e.,
November through May) is fairly constant although  inclement weather  conditions
during this period could have an adverse effect on business  levels in Colorado.
Although the Company recorded a net loss, EBITDA (earnings before interest taxes
depreciation and  amortization)  totaled nearly  $891,000,  up $292,000 or 48.6%
higher than the $599,000 reported during the same period last year.  However, as
a result of the  reclassification  of the International  Game Technology ("IGT")
capital lease to an operating  lease,  casino  operating  expenses  increased by
approximately  $420,000 for the six months ended April 30, 1998. After adjusting
for comparison purposes, EBITDA for the first six months of 1998 should be $1.31
million compared to $599,000 reported in 1997, representing a 118.7% increase.

Business and Marketing Strategy

The  Company's  business  strategy is to offer casino gaming and a full range of
amenities in a friendly atmosphere that caters to middle and upper-middle income
customers. Incorporating the distinction between Creeker's Casino and the Double
Eagle Hotel & Casino in its marketing efforts, management believes it is able to
increase gaming activity at its respective casinos by attracting  customers from
two market segments.

Creeker's Casino

Creeker's Casino,  resembling a Victorian-style  historic  structure of the late
1800's,  is located at the corner of 3rd Street and Bennett Avenue in the center
of town. Creeker's offers its customers a friendly,  "down-to-earth"  atmosphere
in which to enjoy gaming  activities.  Within its 19,000-square  foot casino, it
offers 234 slot machines, two blackjack tables, two bars, a restaurant featuring
buffet-style meals, and entertainment areas.

Creeker's  targets middle- to upper-income  customers from the greater  Colorado
Springs area and surrounding communities who prefer to make day trips to Cripple
Creek.  Because of its smaller size and  "down-to-earth"  atmosphere,  Creeker's
appeals to many customers who enjoy a cozier  environment and the personal touch
offered by its friendly  employees.  A hearty  buffet  served in its  restaurant
further heightens Creeker's attractiveness to this market segment.

Double Eagle Hotel & Casino

Through the new Double Eagle Hotel & Casino,  the Company  established the first
major hotel and casino serving the greater  Colorado Springs area with a growing
population base,  approaching one million.  Unlike existing gaming facilities in
the Cripple  Creek area,  which offer  limited or no  overnight  accommodations,
inconvenient parking and few non-gaming amenities, the Double Eagle features 158
hotel rooms and suites, four parking lots with a total of 650 spaces, free valet
parking and shuttle transportation, and a 45,000-square foot casino offering 657
slot machines and five blackjack  tables.  The facility also includes a 100-seat
restaurant,  Lombard's  Bar & Grill,  two bars and a gift  shop.  Located on the
southwest  corner of Bennett  Avenue and 5th Street,  where Route 67 and Bennett
Avenue  intersect,  the Double Eagle provides  superior access and visibility to
motorists entering and exiting the City of Cripple Creek.

                                      -7-
<PAGE>
The  Double  Eagle  appeals  to  higher  income  patrons  because  of  its  "Las
Vegas-style"  casino atmosphere,  quality hotel and restaurant  facilities and a
variety of special  events.  With the largest number of rooms and elegant suites
in Cripple  Creek,  free valet parking under a covered car port, and an exciting
and lively  atmosphere,  the Double Eagle attracts  customers who enjoy spending
multiple  days of gaming  within a facility  which  offers the  hospitality  and
convenience of first-class accommodations.

Effective Marketing and Promotion.  The Company's marketing strategy has been to
aggressively  promote its two properties to customers in the  identified  market
segments.  Through the use of radio and print advertising,  promotional  coupons
and special events designed uniquely to address each market segment,  management
attracts players to its respective properties.  Promotional allowances,  such as
complimentary  rooms, food,  beverage and entertainment are used at both casinos
to reward and retain its customers. Specifically, Creeker's promotes coupons for
free bus  transportation,  discounts on buffet meals,  and cash and prizes while
the Double Eagle offers discounted and complimentary hotel rooms,  complimentary
dinners at Lombard's Bar & Grill,  and cash  sweepstakes  to attract  respective
customers.

Management of the Double Eagle  continues to reinforce its  commitment to a high
growth strategy by improving its overall image and effectiveness through new and
innovative  marketing programs.  During the second quarter, the Company retained
ZLR & Associates,  a marketing  and  advertising  agency,  to improve the Double
Eagle's advertising and marketing efforts through,  among other programs,  image
creation,  print and  broadcast  advertising,  and a  comprehensive  direct-mail
campaign.  In  addition,   free  daily  slot  tournaments  and  live  music  and
entertainment are expected to attract patrons to the Double Eagle.

Emphasis on Slot Play.  Responding to the increased  popularity of slot machines
over the past several years and recognizing  that most revenues are generated by
slot machines in a limited stakes market, the Company has focused its gaming mix
toward slot, keno, and video poker machines.  To maximize capacity  utilization,
management  chose to reduce the  number of slot  machines  at the Double  Eagle,
improving  the casino floor  layout while  increasing  payout  percentages.  The
Company  continues to monitor payout  percentages of its slot machines to ensure
that they remain competitive.

Increased  slot play is also  encouraged  through the use of the slot club.  The
"Winners Circle" slot club and the use of a computerized player tracking system,
which  monitors  the  wagering  of  its  members,   provides  the  Company  with
information  which  assists  management  in planning and directing its marketing
efforts  to its  customers.  As  members  of the  Winners  Circle,  patrons  are
encouraged to insert their frequent player card into slot, keno, and video poker
machines while playing in the casino to earn points.  Using the tracking  system
to track  wagering,  management  rewards  members of the Winners Circle based on
their point totals with various cash and gift prizes.  Currently,  Creeker's and
the  Double  Eagle  have a  combined  total of nearly  75,000  members  in their
database.

Customer  Service.  Management is placing greater  emphasis on customer  service
through extensive employee training and education  programs.  These programs are
designed to ensure customers are provided a friendly,  safe, and  service-driven
environment  in which gaming  becomes a fun and exciting  activity.  The Company
plans to retain a professional  firm to provide and implement  customer training
programs.

Management and Key Personnel.  During the second quarter,  the Company recruited
Mr. Joseph M. Farruggio, 46, as Vice President of Operations and General Manager
of the Company's  Colorado  operations.  Mr.  Farruggio has over twenty years of
gaming  experience  with  the  last  ten in  casino  general  management.  He is
responsible  for all  day-to-day  operations  of both the Double  Eagle  Hotel &
Casino and Creeker's  Casino.  Drawing upon his  extensive  experience in casino
operations, Mr. Farruggio is expected to help solidify the Company's competitive
position in the Colorado market.

In addition to improving its operations by recruiting  qualified  talent for its
management  team,  the Company  seeks to enhance  its  strategic  direction  and
overall position  through its Board of Directors.  During the second quarter and
pending regulatory approval, Mr. Salvatore T. DiMascio, 59, was appointed to the
Company's Board of Directors. Mr. DiMascio has extensive senior level experience
in a variety of industries including finance and gaming.  Formerly the Executive
Vice President and Chief Financial  Officer of Anchor Gaming,  Mr. DiMascio is a
valued addition to the Company's Board.

Management  continues to make  significant  investments  in key  management  and
personnel through benefits packages and bonus programs. Employee benefits, which
include medical, dental and vision plans, in addition to on-the-job training and
advancement   opportunities   are  offered  to  attract  and  retain   qualified
individuals.
                                       -8-
<PAGE>
Future  Plans.  Management  believes  that an integral  component of  attracting
patrons in Cripple Creek is adequate,  nearby parking. During the fourth quarter
of fiscal 1997, the Company  acquired  control of fifteen  contiguous city lots,
comprising  approximately 47,000 square feet (one city block),  located adjacent
to the Double Eagle in Cripple Creek.  This property is currently used for guest
parking,  accommodating  approximately 250 automobiles.  However, the Company is
proceeding with its plans to construct a multi-level parking garage,  which will
accommodate  approximately  400  automobiles,  on this one acre  parcel  of land
providing convenient and nearby parking for patrons at the Double Eagle.

Although the addition of a convention  facility is expected to increase revenues
by  capturing  meeting  and small  convention  business  for the  Double  Eagle,
management  chose  to  delay  its  development  in  order  to  proceed  with the
construction of the parking garage.

During the second quarter,  the Company engaged  McDonald & Company  Securities,
Inc.,  an  investment  banking  firm  which  is a member  of the New York  Stock
Exchange,  to  advise it on  certain  financing  transactions.  In  addition  to
providing  other  financial  advisory  services,  McDonald & Co. will  initially
provide advice and assistance in refinancing up to $35 million in  high-interest
debt.  Once complete,  management  expects that this  refinancing  will not only
reduce the  Company's  interest  expense but also  position  the Company to take
advantage  of other  growth  opportunities.  Furthermore,  the Company is in the
process of securing a revolving  credit facility of up to $15 million which will
be used to pay off certain current debt  obligations and provide general working
capital.

In keeping with its commitment to maximize  shareholder  value through expansion
and diversification,  management continues to evaluate several  opportunities in
other gaming jurisdictions,  both domestic and international.  During the second
quarter,  the Company entered into  discussions  with RAV Bahamas,  Ltd. for the
joint  development  and ownership of a 510 room hotel and casino  complex on the
island of North  Bimini,  Bahamas.  This  complex is  expected be part of a high
quality,   family-oriented  "Bimini  Bay  Destination  Resort"  currently  under
development  by  RAV  Bahamas.  The  island  of  North  Bimini  is  part  of the
Commonwealth  of the  Bahamas  and is  located  48 miles  due east  from  Miami,
Florida.  The  contemplated  hotel and  casino is  expected  to  attract a large
portion  of  the  South  Florida   market,   transported  to  the  island  by  a
300-passenger   fast  ferry   which  is  capable  of  making  the   crossing  in
approximately  one hour.  This  joint  venture  project  is subject to signing a
Development Agreement on terms acceptable to the Company.


COMPANY REVENUE

The Company  reported net operating  revenues for the six months ended April 30,
1998 of $10.01 million,  an increase of nearly $429,000,  or 4.5% from the $9.58
million reported for the same period in 1997. Casino revenues  increased by over
$124,000,  up 1.6% from the $7.87 million recorded for the same six-month period
last year to nearly $8.00  million in fiscal 1998.  Revenues  from the hotel and
gift shop decreased -5.91% to $906,000 from the $963,000  reported for the first
six months ended April 30, 1997.  However,  restaurant and bar revenues improved
by 20.6%,  up almost  $155,000 to $904,000  from  $749,000  during the first six
months of fiscal 1998.

During the six months,  the Company  reported  nearly $207,000 in other revenues
primarily resulting from parking operations and amusement arcade.

Acquisitions

There were no acquisitions of any significance during this quarter.

Sale of Stock

There was no sale of stock during this quarter.

Results of Operations

The Company  reported net operating  revenues for the first six months of fiscal
1998 of $10.01 million,  an increase of almost $429,000,  or 4.5% from the $9.58
million recorded in 1997.  Generating  approximately  80% of the total revenues,
the Company's casino operations produced revenues of nearly $8.00 million. Total
operating  expenses were $10.22 million for the six months ended April 30, 1998,
remaining  relatively  flat  compared to $10.28  million  reported  for the same
fiscal six months in 1997.  Total  operating  expenses as a percentage  of total
revenues  decreased to 102.1% from 107.2%  recorded in the same period of fiscal
1997.
                                      -9-
<PAGE>
Casino.  Casino revenues  increased  slightly over $124,000,  up 1.6% from $7.87
million during the first six months in 1997 to nearly $8.00 million for the same
period in 1998.  Costs and expenses of casino  operations were $4.00 million for
the six months ended April 30, 1998,  an increase of $202,000 or 5.3% from $3.79
million  for the same  period in fiscal  1997.  Casino  costs and  expenses as a
percentage of casino  revenues  increased to 50.0% in 1998 from 48.3% during the
same period in 1997. The net increase in casino costs and expenses was primarily
due  to the  inclusion  of the  operating  lease  expense  associated  with  the
reclassification if the IGT slot machine lease.

Hotel and Gift  Shop.  Revenues  from the hotel and gift shop  amounted  to over
$906,000  for the  first six  months  of 1998,  down  -5.91%  from the  $963,000
reported  during  the same  period  last  year.  Hotel  and gift  shop  revenues
accounted for 9.0% of total consolidated  revenues.  Costs and expenses of hotel
and gift shop  operations were over $529,000 for the first six months of 1998, a
decrease of nearly $130,000 or -19.7% from $659,000  reported in 1997. Hotel and
gift shop costs and  expenses as a  percentage  of hotel and gift shop  revenues
decreased to 58.4% from 68.5% during the same period in 1997.

Restaurant  and Bar.  Restaurant and bar revenues  improved by 20.6%,  up nearly
$155,000 to $904,000 for the six months ended April 30, 1998. Costs and expenses
of  restaurant  and bars were  $1.29  million  for the six  months  in 1998,  an
increase of $122,000 or 10.5% from $1.17  million  recorded in 1997.  Restaurant
and bar costs and  expenses  as a  percentage  of  restaurant  and bar  revenues
decreased to 142.8% from 155.9% during the same period in 1997.

Marketing/General  and Administrative.  Marketing and general and administrative
expenses were $3.30 million for the six months ended April 30, 1998,  relatively
flat when  compared to the $3.36  million  reported for the same period in 1997.
However,  marketing and general and  administrative  expenses as a percentage of
total revenues  decreased to 32.9% for the six months in 1998 from 35.0% for the
same period in 1997.

Depreciation.  Depreciation was $1.10 million for the six months ended April 30,
1998,  a decrease of nearly  $194,000  or 15.0% from $1.29  million for the same
fiscal  quarter 1997. The decrease in  depreciation  expense is primarily due to
the to the reclassification of the IGT lease from a capital lease in fiscal 1997
to an operating lease in fiscal 1998.

Income from  Operations.  As a result of factors  discussed  above,  a loss from
operations of  ($206,000)  was reported for the six months ended April 30, 1998,
an  improvement  of over  $485,000 or 70.2% from a loss of  $(691,000)  reported
during the same period in 1997.  As a percentage  of total  revenues,  loss from
operations  decreased to -2.06% during the six months in fiscal 1998 from a loss
of -7.2% during the same period in 1997.

Interest  Expense.  Interest  expense was $2.26 million for the six months ended
April 30, 1998, an decrease of ($360,000) or -13.8% from $2.62 million  recorded
for the same period in 1997. The net reduction in interest  expense is primarily
due to the reclassification of the IGT lease from a capital lease in fiscal 1997
to an operating lease in fiscal 1998.

Net Loss.  The net loss for the Company  was $(2.46)  million for the six months
ended April 30, 1998,  a decrease of more than  $845,000 or 25.6% from a loss of
$(3.31) million reported in the first six months of 1997.

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 six months  ended April 30, 1998 are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
October 31, 1998. 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, 1997.


                                   **********

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<PAGE>
                  COLORADO CASINO RESORTS, INC. & SUBSIDIARIES


                                OTHER INFORMATION


PART II.        Other Information

Item 1.         Legal Proceedings

                The  Company is party to various  lawsuits  relating  to routine
                matters incidental to its business.  Management does not believe
                that the outcome of any such litigation, in aggregate, will have
                a material adverse effect on the Company.

Item 2.         Changes in Securities - None.

Item 3.         Defaults Upon Senior Securities - None.

Item 4.         Submission of Matters to Vote of Security Holders - None.

Item 5.         Other Information - None.

Item 6.         Exhibits and Reports - None.


                                      -11-
<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 12th day of June,
1998.

                                        COLORADO CASINO RESORTS, INC.

June 12, 1998                  By:         /s/ Rudy S. Saenz
                                        --------------------
                                        Rudy S. Saenz
                                        President and Chief Executive Officer,
                                        Director (Principal Executive Officer)



June 12, 1998                              /s/ Farid E. Tannous
                                        -----------------------
                                        Farid E. Tannous
                                        Treasurer and Chief Financial Officer
                                        (Principal Financial Officer)


                                      -12-