================================================================================

                       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, 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)

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


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.


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

                                                      April 30,      October 31,
                                                        1999            1998
                                                     -----------    ------------
<S>                                                  <C>             <C>
                                   ASSETS
CURRENT ASSETS
Cash & cash equivalents ........................     $ 1,720,626     $ 1,573,519
Inventory ......................................          68,397          96,429
Advances to officers ...........................         110,443         125,443
Other ..........................................         232,143         349,781
                                                                     -----------
                                                                     -----------
   TOTAL CURRENT ASSETS ........................       2,131,609       2,145,172
                                                     -----------     -----------

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

LAND, BUILDING AND EQUIPMENT - NET .............      38,961,012      40,459,018
                                                     -----------     -----------

OTHER ASSETS
   Debt issue cost .............................         273,391         359,819
   Debt extension cost .........................               0         158,100
   Deposits ....................................          63,108          63,108
                                                     -----------     -----------
TOTAL OTHER ASSETS .............................         336,499         581,027
                                                     -----------     -----------

   TOTAL ASSETS ................................     $44,679,120     $46,435,217
                                                     ===========     ===========
</TABLE>





                     [THIS SECTION INTENTIONALLY LEFT BLANK]





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


                                       -2-
<PAGE>
Colorado Casino Resorts, Inc.
<TABLE>
<CAPTION>
LIABILITIES & STOCKHOLDERS' EQUITY [DEFICIENCY]                  April 30,      October 31,
                                                                   1999            1998
                                                                ----------      ----------
<S>                                                             <C>             <C>
CURRENT LIABILITIES
   Revolving Credit Facility ..............................     15,046,586      13,655,296
   Accounts payable .......................................      1,219,018         349,320
   Accrued expenses .......................................        957,388       1,303,328
   Slot club liability ....................................        415,465         348,949
   Incremental progressive slot liability .................        273,244         374,264
   Current maturities - long term debt ....................     10,182,631      10,819,963
   Current maturities - long term debt, related party .....      7,832,629       7,796,411
   Convertible debenture, related party ...................      4,500,000       4,500,000
   Current maturities - capital lease obligations .........        895,969         629,787
   Interest payable .......................................      2,466,020       1,252,825
   Interest payable - related party .......................      1,899,440       1,953,240
   Interest payable - convertible debentures, related party        631,488         909,261
   Due to officers ........................................              0          30,000
   Other current liabilities ..............................        130,220          99,711
                                                              ------------    ------------
   TOTAL CURRENT LIABILITIES ..............................     46,450,098      44,022,355

LONG-TERM DEBT-LESS CURRENT PORTION .......................      4,867,774       3,908,702
CAPITAL LEASE OBLIGATIONS-LESS CURRENT PORTION ............        250,900         667,437

                                                              ------------    ------------
   TOTAL LIABILITIES ......................................     51,568,772      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 ..................................        (61,125)        (81,500)
   Accumulated deficit ....................................    (25,892,457)    (21,145,706)
                                                              ------------    ------------
   TOTAL STOCKHOLDERS' DEFICIENCY .........................     (6,889,653)     (2,163,277)
                                                              ------------    ------------

   TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY ...........   $ 44,679,120    $ 46,435,217
                                                              ============    ============
</TABLE>







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



                                      -3-
<PAGE>
Colorado Casino Resorts,Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
                                                                                (As Restated)    (As Restated)
                                                   Six Months      Quarter        Six Months        Quarter
                                                     Ended          Ended           Ended            Ended
                                                   April 30,       April 30,       April 30,        April 30,
                                                     1999            1999            1998             1998
                                                ------------------------------------------------------------
<S>                                             <C>             <C>             <C>             <C>
REVENUES
   Casino ...................................   $  9,698,513    $  4,949,749    $  7,997,166    $  4,197,797
   Rooms ....................................      1,009,841         508,828         844,715         469,444
   Food and beverage ........................        998,089         507,737         903,719         471,746
   Other ....................................        176,899          52,410         268,161         135,718
                                                ------------    ------------    ------------    ------------

   TOTAL REVENUES ...........................     11,883,342       6,018,724      10,013,761       5,274,705
                                                ------------    ------------    ------------    ------------

EXPENSES
   Casino ...................................      4,292,332       2,227,062       2,190,322
                                                                                                   4,001,507
   Rooms ....................................        514,840         230,217
                                                                                     529,407         289,331
   Food and beverage ........................      1,353,214         648,979       1,290,383
                                                                                                     662,194
   Marketing ................................      2,696,778       1,098,956       1,064,574
                                                                                                     339,058
   General and administrative ...............      2,809,517       1,511,655       2,236,956
                                                                                                   1,135,660
   Depreciation and amortization ............      2,078,479       1,356,888       1,096,774         579,028
                                                ------------    ------------    ------------    ------------
   TOTAL EXPENSES ...........................     13,745,160       7,073,757      10,219,601       5,195,593
                                                ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS ........................     (1,861,818)     (1,055,033)       (205,840)         79,112

   Interest expense .........................      2,884,933       1,827,192       2,256,262       1,083,576
                                                ------------    ------------    ------------    ------------



LOSS BEFORE INCOME TAX ......................     (4,746,751)     (2,882,225)     (2,462,102)     (1,004,464)
                                                ============    ============    ============    ============

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

NET LOSS
                                                $ (4,746,751)   $ (2,882,225)   $ (2,462,102)   $ (1,004,464)
                                                ============    ============    ============    ============

NET LOSS PER COMMON SHARE ...................   $    (0.1225)   $    (0.0743)   $    (0.0637)   $    (0.0260)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     38,740,632      38,667,715      38,666,000      38,666,000
                                                  ==========      ==========      ==========      ==========
</TABLE>




                     [THIS SECTION INTENTIONALLY LEFT BLANK]





                                      -4-
<PAGE>
Colorado Casino Resorts, Inc.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASHFLOWS (Unaudited)
                                                                              (As Restated)
                                                                Quarter Ended Quarter Ended
                                                                  April 30,     April 30,
                                                                    1999          1998
                                                               ------------   -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ...................................................   $(4,746,751)   $(2,462,102)
Noncash items ..............................................     2,164,907      1,384,934
Cash items .................................................       925,018      1,336,757

                                                               -----------    -----------
            Net cash used for operating activities .........    (1,656,826)       259,589

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land, building and equipment ...................       592,816       (180,177)

Advances to officers .......................................       (15,000)      (292,662)
                                                               -----------    -----------
            Net cash provided (used) by investing activities       577,816       (472,839)
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officers .....................................          --          267,500
Borrowings, long-term debt .................................     1,391,290           --
Repayments, long-term debt .................................      (128,956)      (316,489)
Repayments, long-term debt, related party ..................       (36,218)      (321,741)
                                                               -----------    -----------
            Net cash provided (used) by financing activities     1,226,117       (370,730)
                                                               -----------    -----------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS ................       147,107       (583,980)
CASH AND EQUIVALENTS, BEGINNING ............................     1,573,519      1,962,486
                                                               -----------    -----------

CASH AND EQUIVALENTS, ENDING ...............................   $ 1,720,626    $ 1,378,506
                                                               ===========    ===========
</TABLE>





                     [THIS SECTION INTENTIONALLY LEFT BLANK]




                                      -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 six month  period ended April 30, 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.


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 six months ended April 30, 1999, the Company made total repayments of
$165,174,  with  $128,956 on  long-term  debt and capital  leases and $36,218 on
long-term  debt,  related  party.  The  Company  borrowed  $1,391,290  from  its
revolving credit facility during the six months ended April 30, 1999.



                                      *****



                                       -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
1998 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 April 30, 1998, has been amended to reflect such  restatement  and
reclassifications.  Furthermore,  the  information  set  forth in the  financial
statements  for the fiscal  quarter  ended April 30,  1999,  give effect to said
adjustments  to the Company's  general  ledger  required to be made as of fiscal
year ended October 31, 1998.  These  adjustment have caused material  changes to
the financial  information  included herein.  The Company reflects these changes
and details the restatements in the Form 10KSB dated October 31, 1998.

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 April 30, 1999, compared with the
same period in fiscal year 1998.

The Company reported total operating revenues for the fiscal quarter ended April
30, 1999 of $11,883,342,  an increase of $1,869,581,  or 18.7%, from revenues of
$10,013,761  recorded  for the same  fiscal  quarter  in 1998.  Total  operating
expenses were $13,745,160 for the six months ended April 30, 1999, increasing by
$3,525,559, or 34.5% from $10,219,601 reported in 1998. Total operating expenses
as a percentage of total  revenues  increased to 115.7% from 102.1%  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,  consist  primarily of slot machine and table revenue,
accounted for approximately 76% of the total operating revenues in second fiscal
quarter  1999.  For the six months ended April 30, 1999,  casino  revenues  were
$9,698,513,  representing an increase of $1,701,347 from the $7,997,166 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  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 $4,292,332 for the fiscal quarter
ended April 30, 1999,  an increase of  $290,825,  or 7.3%,  from the  $4,001,507
reported in 1998.  The net increases in costs and expenses of casino  operations
is attributable to the coupon and coin redemptions. During the quarter, in order
to provide  incentives  for customer  patronage  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.  Casino costs and
expenses as a  percentage  of casino  revenues  decreased  to 44.3% for the 1999
period  compared  to 50.1% from the  comparable  period in 1998,  as a result of
improved efficiencies.

Rooms.  Room  revenues  accounted  for  approximately  7.9% of  total  operating
revenues in the 1999 period.  During this period, room revenues were $1,009,841,
representing an increase of $165,126,  or 19.5%,  from the $844,715  reported in
the 1998 period. The increase in such revenues during the second 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  decreased $14,567,  or 2.8%, to $514,840,  from $529,407 recorded in
1998.  Costs and expenses as a percentage of room  revenues  decreased to 51% in
the six months ended April 30, 1999 as compared to 62.7%  during the  comparable
period in 1998.

Food and Beverage.  Food and beverage revenues  accounted for approximately 7.8%
of total  revenues in the 1999  period.  During this  period,  food and beverage
revenues were $998,089,  representing an increase of $94,370, or 10.5%, from the
$903,719  reported in the 1998  period.  Costs and expenses of food and beverage
were  $1,353,214  for the 1999  period,  up $62,831,  or 4.9%,  from  $1,290,383
recorded in the 1998  period.  Costs and  expenses as a  percentage  of food and
beverage revenues decreased to 135.6% in the 1999 period from 142.8% in the 1998
period, reflecting the cost savings derived from the restaurant buffet format.

                                      -7-
<PAGE>
Other.  Other  consists of revenues  generated  from the Company's gift shop and
parking lot  operations.  During the second fiscal quarter 1999,  other revenues
were $176,899,  down by $91,262,  or 34.1%,  from $268,161  reported in the 1998
period. This decrease is attributable to free parking program implemented during
the quarter ended April 30, 1999.

Marketing. Marketing expenses were $2,696,778 for the fiscal quarter ended April
30, 1999, up by  $1,632,204,  or 153% from the  $1,064,574  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.  Marketing  expenses as a
percentage of total  revenues  increased to 22.7% for the six months ended April
30, 1999 compared to 10.7% reported in 1998.

General and Administrative.  General and administrative expenses were $2,809,517
for the six  months  ended  April  30,  1999,  up  $572,561  or  25.6%  from the
$2,236,956 reported in the 1998 period. General and administrative expenses as a
percentage  of total  revenues  increased to 23.7% for the fiscal  quarter ended
April 30, 1999 from 22.4% for the comparable period in 1998.

Depreciation and Amortization.  Depreciation and amortization increased $981,705
to $2,078,479  the fiscal  quarter ended April 30, 1999,  compared to $1,096,684
reported in 1998. The increase in depreciation  and  amortization is a result of
the October 31, 1998 year-end adjustments detailed in the 10-KSB.

Loss from  Operations.  As a result of the factors  discussed above, the Company
recognized a loss from  operations  of $1,861,818  for the fiscal  quarter ended
April 30, 1999 as compared to a loss from operations of $205,840 recorded in the
1998 period.

Interest Expense. Interest expense was $2,884,933 for the six months ended April
30, 1999, an increase of $628,671,  or 27.8%,  from the $2,256,262  reported for
the  comparable  period in 1998.  The increase in interest  expense is primarily
attributable  to the  replacement  of debt with the  Foothill  Revolving  Credit
Facility as of July 1998. See "Liquidity and Capital Resources" below.

Net Loss.  The net loss for the Company was  $4,746,751  for the fiscal  quarter
ended April 30, 1999, an increase of  $2,284,649,  or 92.8% from the net loss of
$2,462,102 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  April  30,  1999,  the  Company  had  cash  and  cash  equivalents  totaling
$1,720,626.  Net  cash  used by  operating  activities  was  $1,656,826  for the
six-months  ended April 30,  1999.  Cash used by  investing  activities  totaled
$577,816  for the quarter  ended April 30, 1999,  primarily  for the purchase of
gaming devices. Net cash provided by financing activities was $1,226,117,  which
included  $1,391,290  of net  borrowings  during the six months  ended April 30,
1999.

The  Company  had  $46,545,474  of  liabilities  due within  one year,  but only
$2,192,734  in  current  assets at April 30,  1999.  The  Company's  substantial
indebtedness could have important  consequences to the Company, may: (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 operations, 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.

The  Company is in payment  default  on several of its debt  obligations.  Among
others,  at April 30, 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 3% (9.75% at
April 30,  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.  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

                                      -8-
<PAGE>
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  review  of  its  significant  hardware  and  software
applications.  This review 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 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  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  April 30, 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.

                                      *****

                                       -9-
<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 21st day of June,
1999.

                                      COLORADO CASINO RESORTS, INC.

June 21, 1999                By:      /s/ Michael S. Smith
                                      --------------------------------------
                                      Michael S. Smith
                                      Interim President and Chief Executive
Officer,
                                      Secretary and General Counsel, Director