UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 (Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 2004

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

 For the transition period from                 to
                                ---------------    ---------------
 Commission File Number: 0-31737


                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                                       75-2740870
 ----------------------                      ----------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)


                      111 Richman St., Black Hawk, Colorado        80422
                     --------------------------------------       --------
                    (Address of principal executive offices)     (Zip Code)

                                  (303)582-3600
               --------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark 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.

                                 [X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 [ ] 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 - 1,000,000 shares common stock
outstanding May 17, 2004.
--------------------------------------------------------------------------------

<PAGE>


                    Windsor Woodmont Black Hawk Resort Corp.
                                    Form 10-Q
                                      Index

Part I -- FINANCIAL INFORMATION

          Item 1.  Financial Statements
                   Condensed Balance Sheets, March 31, 2004 (unaudited)
                     and December 31, 2003                                   2
                   Condensed Statements of Operations for the three
                     months ended March 31, 2004 and 2003 (unaudited)        3
                   Condensed Statements of Cash Flows for the three
                     months ended March 31, 2004 and 2003 (unaudited)        4
                   Notes to Condensed Consolidated Financial Statements   5 - 10

          Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                  11 - 13

          Item 3.  Quantitative and Qualitative Disclosures about
                    Market Risk                                             13

          Item 4.  Controls and Procedures                                  14

                          Part II - OTHER INFORMATION

          Item 1.  Legal Proceedings                                        15

          Item 2.  Changes in Securities and Use of Proceeds                15

          Item 3.  Defaults Upon Senior Securities                          15

          Item 4.  Submission of Matters to a Vote of Security Holders      16

          Item 5.  Other Information                                        16

          Item 6.  Exhibits and Reports on Form 8-K                         16

                                       1

<PAGE>
<TABLE>
<CAPTION>


                                  WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                                (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                                          CONDENSED BALANCE SHEETS



                                                                           March 31, 2004
                                                                             (Unaudited)   December 31, 2003
                                                                            -------------    -------------
ASSETS
CURRENT ASSETS:
<S>                                                                         <C>              <C>
Cash                                                                        $   6,835,756    $   8,283,104
Accounts receivable                                                               156,706          144,400
Inventories                                                                       213,287          225,805
Prepaid expenses                                                                1,411,164        1,819,513
Other current assets                                                               32,403           33,043
                                                                            -------------    -------------
Total current assets                                                            8,649,316       10,505,865
Property and Equipment, net                                                   110,125,977      112,112,265

OTHER ASSETS:

Base stock inventories/uniforms, net of accumulated amortization                   97,525          103,335
Funds held in escrow and security deposits                                        347,743          374,041
Franchise Fees                                                                     40,000           40,000
Deferred financing costs, net                                                     194,096          253,802
                                                                            -------------    -------------
TOTAL ASSETS                                                                $ 119,454,657    $ 123,389,308
                                                                            =============    =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:

Post-Petition Liabilities
  Trade accounts payable and accrued expenses                               $   2,043,256    $   3,430,973
  Accrued interest                                                                  9,395           49,882
  Other current liabilities                                                       883,215          901,754
                                                                            -------------    -------------
Total Post-Petition Liabilities                                                 2,935,866        4,382,609
                                                                            -------------    -------------
Pre-Petition Liabilities Subject to Compromise

  Current portion of long-term debt                                           133,221,836      134,405,896
  Trade accounts payable and accrued expenses                                   3,302,429        3,302,429
  Construction accounts payable                                                   800,000        2,200,000
  Accrued interest                                                              8,437,558        8,437,558
  Other current liabilities                                                     1,642,276        1,642,276
                                                                            -------------    -------------
Total Pre-Petition Liabilities                                                147,404,099      149,988,159
                                                                            -------------    -------------
Total current liabilities                                                     150,339,965      154,370,768
                                                                            -------------    -------------
NON CURRENT LIABILITIES

Long-term debt, less current portion                                                 --               --

Warrants issued on common stock                                                   713,720          713,720
                                                                            -------------    -------------
Total non current liabilities                                                     713,720          713,720
                                                                            -------------    -------------
REDEEMABLE PREFERRED STOCK

Series A - 11% dividend, $100 redemption value, 29,000 shares outstanding       2,900,000        2,900,000
Series B - 7% dividend, $100 redemption value, 30,000 shares outstanding        1,922,473        1,903,055
Accrued dividends on preferred stock                                            2,257,658        2,109,778
                                                                            -------------    -------------
Total redeemable preferred stock                                                7,080,131        6,912,833
                                                                            -------------    -------------
Commitments and contingencies                                                        --               --

STOCKHOLDERS' DEFICIT

Common stock, $0.01 par value, 10,000,000 shares authorized,

    1,000,000 shares outstanding                                                   10,000           10,000
Additional paid in capital                                                     12,241,250       12,241,250
Accumulated Deficit                                                           (50,930,409)     (50,859,263)
                                                                            -------------    -------------
Total stockholders' deficit                                                   (38,679,159)     (38,608,013)
                                                                            -------------    -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $ 119,454,657    $ 123,389,308
                                                                            =============    =============


                                 SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                                     2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                       WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                     (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                    CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)



                                                        For the Three Months Ended
                                                                 March 31,
                                                       ----------------------------
                                                           2004            2003
                                                       ------------    ------------
OPERATING REVENUES:
<S>                                                    <C>             <C>
Casino                                                 $ 14,077,902    $ 12,964,834
Food and beverage                                         1,480,999       1,630,323
Other                                                       176,873         243,747
                                                       ------------    ------------
                                                         15,735,774      14,838,904
Less: Promotional allowances                               (909,938)     (1,061,198)
                                                       ------------    ------------

Net operating revenues                                   14,825,836      13,777,706
                                                       ------------    ------------

OPERATING EXPENSES:

Casino                                                    7,803,675       8,045,221
Food and beverage                                         1,253,724       1,340,336
Other operating expenses                                    148,436         304,535
General and administrative                                2,490,852       2,435,410
Management fees                                                --           477,637
Depreciation and amortization                             2,129,752       2,086,441
                                                       ------------    ------------

Total operating expenses                                 13,826,439      14,689,580
                                                       ------------    ------------

Operating Income (Loss)                                     999,397        (911,874)

OTHER INCOME (EXPENSE):

Interest income                                                  28          10,413
Interest expense                                           (571,584)       (621,653)
                                                       ------------    ------------
Other expense, net                                         (571,556)       (611,240)
                                                       ------------    ------------

Net income (loss) from operations before
  reorganization items and preferred stock dividends        427,841      (1,523,114)

Reorganization items                                        351,107         910,413
                                                       ------------    ------------
Net income (loss) before preferred stock dividends           76,734      (2,433,527)

Preferred stock dividends                                   147,880         142,613
                                                       ------------    ------------
Net loss attributable to
    common stock                                       $    (71,146)   $ (2,576,140)
                                                       ============    ============

Loss per share
    Basic                                              $      (0.07)   $      (2.58)
    Diluted                                            $      (0.07)   $      (2.58)

Weighted Average Shares
    Basic                                                 1,000,000       1,000,000
    Diluted                                               1,000,000       1,000,000


                     SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                         3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                  WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                                (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                                CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                     For the Three Months Ended
                                                                              March 31,
                                                                      --------------------------
                                                                         2004           2003
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Cash flows used in operating activities
  Net income (loss) before preferred stock dividends                  $    76,734    $(2,433,527)
  Adjustments to reconcile net income (loss) before preferred stock
    dividends to net cash provided by operating
activities

    Depreciation and amortization expense                               2,129,752      2,086,441
    Amortization of deferred financing costs                               59,706         59,097
    Amortization of preferred stock discount                               19,418         18,645

  Changes in working capital:

    Accounts receivable                                                   (12,306)       (40,268)
    Inventory                                                              12,518         39,089
    Prepaid expenses                                                      408,349        369,598
    Other current assets                                                      640            701
    Trade accounts payable                                             (1,387,717)      (301,568)
    Accrued interest                                                      (40,487)       541,679
    Other current liabilities                                             (18,539)        85,864
                                                                      -----------    -----------
      Net cash provided by operating activities                         1,248,068        425,751
                                                                      -----------    -----------


Cash flows from investing activities:

  Decrease (increase) in funds held in escrow                              26,298        (57,141)
  Increase in property and equipment                                     (137,654)       (47,020)
  Increase in cash - restricted                                              --           (1,749)
  Decrease in construction accounts payable                            (1,400,000)          --
                                                                      -----------    -----------
      Net cash used in investing activities                            (1,511,356)      (105,910)
                                                                      -----------    -----------
Cash flows from financing activities:

  Payment of notes payable                                             (1,184,060)          --
                                                                      -----------    -----------
      Net cash used by financing activities                            (1,184,060)          --
                                                                      -----------    -----------
Net change in cash and cash equivalents                                (1,447,348)       319,841
Cash and cash equivalents, beginning of period                          8,283,104      8,020,958
                                                                      -----------    -----------
Cash and cash equivalents, end of period                              $ 6,835,756    $ 8,340,799
                                                                      ===========    ===========


Supplemental Schedule of Noncash Financing Activities:
Preferred stock dividends accrued, but not paid                       $   147,880    $   142,613

Supplemental Cash Flow Information:
Interest Paid                                                         $   527,023    $      --


                            SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                                4
</TABLE>

<PAGE>


                   WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                  (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION AND ORGANIZATION

Basis of Presentation:

         Windsor Woodmont Black Hawk Resort Corp., a Colorado corporation (the
"Company" or "Resort Corp.") was incorporated on January 9, 1998. Windsor
Woodmont, LLC (the "LLC") was formed as a limited liability company, under the
laws of the State of Colorado, on July 17, 1997. These companies were formed for
the purpose of developing an integrated limited stakes gaming casino,
entertainment and parking facility in Black Hawk, Colorado (the "Project"),
which opened December 20, 2001. Prior to December 20, 2001, the Company and the
LLC were development stage enterprises.

         The Company was a wholly owned shell company subsidiary of the LLC with
no significant assets, liabilities or operating activity. In connection with a
Private Placement and other financing transactions, the LLC contributed all of
its assets and liabilities to the Company in exchange for stock of the Company
and the contribution has been accounted for as a recapitalization of entities
under common control whereby the assets and liabilities are recorded at the
historical cost basis of the LLC. The Company completed the development of the
Project, and operated the Project under a management agreement with Hyatt Gaming
Management, Inc. ("Hyatt Gaming") until assuming management of the Project in
May, 2003. The LLC's ownership in the Company was subsequently reduced through
the refinancing of the LLC's debt by conversion into the Company's common stock
and the issuance of additional common stock for cash.

Bankruptcy Proceedings:

         On November 7, 2002 (the "Petition Date"), we filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"), in the United States Bankruptcy Court for the District of
Colorado (the "Bankruptcy Court") as Case No. 02-28089-ABC (the "Chapter 11
Case") in order to facilitate the restructuring of the Company's debt, trade
liabilities and other obligations. The Company is currently operating as a
debtor-in-possession under the supervision of the Bankruptcy Court. The
bankruptcy petition was filed in order to preserve cash and to give the Company
the opportunity to restructure its obligations.

         On December 13, 2002, we filed a motion for court approval of the
rejection of the Hyatt Management Agreement. The rejection of the Hyatt
Management Agreement eliminates the payment of the Hyatt Management fee, thereby
reducing operating costs and increasing net revenue. On April 10, 2003, we
entered into a settlement agreement with Hyatt where they will not contest the
rejection of the Hyatt Management Agreement (the "Hyatt Settlement and Release
Agreement"). On April 25, 2003, the Bankruptcy Court entered an order approving
the Hyatt Settlement and Release Agreement. On May 14, 2003, we assumed
management of the casino and the casino name was changed to the Mountain High
Casino.

         Pursuant to the Hyatt Settlement and Release Agreement, Hyatt Gaming
holds an allowed unsecured claim in the Chapter 11 Case in the aggregate amount
of $18,413,244 (the amount of $18,318,369 set forth in the Hyatt Settlement and
Release Agreement plus an additional $94,875 in incentive management fees from
the Petition Date through May 13, 2003); provided, however, that in the event
that the value of the Company's assets exceed the value of the liens senior to
the Second Mortgage Note (including the liens of the Black Hawk B.I.D., PCL
Construction Services, Inc., the FF&E Lender and the First Mortgage
Noteholders), Hyatt Gaming's claim based on the Second Mortgage Note will be
secured to such extent. The unsecured claim is recorded in the financial
statements as of March 31, 2004 and December 31, 2003, through a $5,000,000
contract rejection claim in notes payable, second mortgage notes of $9,870,233
in notes payable, and the balance of the unpaid claims is included in trade
accounts payable and accrued expenses. The treatment of Hyatt Gaming's allowed
claim (including certain changes to such treatment that Hyatt Gaming asserts are
in violation of the Hyatt Settlement Agreement and to which Hyatt Gaming has not
consented) is reflected in the Plan of Reorganization (as defined below). Hyatt
Gaming has indicated that, in addition to its pre-petition claims against the
Company, it may assert an administrative claim in the Chapter 11 Case for
damages arising from alleged breaches of the terms of the Hyatt Settlement and
Release Agreement.

         On or about February 19, 2003, we entered into a stipulation with David
R. Belding, our furniture, fixture and equipment lender (the "FF&E Lender")
pursuant to which all issues between the Company and the FF&E Lender concerning
the amount and priority of the FF&E Lender's claim and the treatment of such
claim under a plan of reorganization were resolved. On February 19, 2003, the
Company filed its Motion to Approve Stipulation Regarding (1) Allowance and

                                       5

<PAGE>

                   WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                  (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


Payment of Secured Claim of David R. Belding; and (2) Mutual Release of Claims
Relating to Disputes Over Funds in Wells Fargo Bank Account (the "FF&E
Stipulation"). Thereafter, objections to the FF&E Stipulation were filed by the
First Mortgage Noteholders and PCL (as defined below), and SunTrust and the
Unsecured Creditors Committee filed joinders to the objection filed by the First
Mortgage Noteholders (PCL later withdrew its objection to the FF&E Stipulation).
The objections asserted, among other things, that the initiation of an adversary
proceeding may be required to obtain the relief sought in the FF&E Stipulation.

         The Company, the FF&E Lender, and the objecting parties agreed to
proceed with the issues raised in connection with the FF&E Stipulation and the
objections thereto by way of an adversary proceeding and such matter was
converted to an adversary proceeding. Thereafter, the parties reached an
agreement whereby the adversary proceeding on the FF&E Stipulation was held in
abeyance and the issues relating to the FF&E Stipulation were resolved or
reserved for a later date. On June 24, 2003, the Company filed an Amended
Stipulation Regarding (1) Allowance and Payment of Secured Claim of David R.
Belding; and (2) Mutual Release of Claims Relating to Disputes Over Funds in
Wells Fargo Bank Account (the "FF&E Settlement Agreement"), which was approved
by the Bankruptcy Court by order entered June 30, 2003. The FF&E Settlement
Agreement provides, among other things, that the FF&E Lender will receive
payments of up to $500,000 per month during the Chapter 11 Case and will be paid
certain amounts on the effective date of a plan of reorganization. After the
approval of the FF&E Settlement Agreement, the Company and the FF&E Lender
agreed to more favorable treatment to the Company, including a reduction in the
required effective date payment to the FF&E Lender and a one-year extension on
the repayment of the amounts due to the FF&E Lender, which treatment is
reflected in the Plan of Reorganization (as defined below).

         On August 6, 2003, we filed a Plan of Reorganization and a related
disclosure statement with the Bankruptcy Court. See Note 6 - Plan of
Reorganization.

         Because of the ongoing nature of the reorganization case, the outcome
of which is not presently determinable, the financial statements contained
herein are subject to material uncertainties and may not be indicative of the
results of the Company's future operations or financial position. No assurance
can be given that the Company will be successful in reorganizing its affairs
within the Chapter 11 bankruptcy proceedings.

         The financial statements contained herein have been prepared in
accordance with accounting principles generally accepted in the United States of
America applicable to a going concern, and do not purport to reflect or to
provide for all of the possible consequences of the ongoing Chapter 11
reorganization case. Specifically, the financial statements do not present the
amount which will ultimately be paid to settle liabilities and contingencies
which may be required in the Chapter 11 reorganization case or the effect of any
changes which may be made in connection with the Company's capitalization or
operations resulting from a plan of reorganization.

         As a result of the items discussed above, there is substantial doubt
about the Company's ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent upon, but not limited to,
formulation, approval, and confirmation of a plan of reorganization, adequate
sources of capital, customer and employee retention, the ability to provide a
high quality gaming experience and the ability to sustain positive results of
operations and cash flows sufficient to continue to operate. The financial
statements do not include any adjustments to the recorded amounts or
classification of assets or liabilities or reflect any amounts that may
ultimately be paid to settle liabilities and contingencies which may be required
in the Chapter 11 reorganization or the effect of any changes which may be made
in connection with the Company's capitalization or operations resulting from a
plan of reorganization.

 Accounting under Bankruptcy:

         The financial statements have been prepared in accordance with AICPA
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code" (SOP 90-7). Pursuant to SOP 90-7, an objective of
financial statements issued by an entity in Chapter 11 is to reflect its
financial evolution during the proceeding. For that purpose, the financial
statements for periods including and subsequent to filing the Chapter 11 Case
should distinguish transactions and events that are directly associated with the
reorganization from the ongoing operations of the business. Expenses and other
items not directly related to ongoing operations are reflected separately in the
statement of operations as reorganization items. See Note 4 - Reorganization
Items.

         The filing of the Chapter 11 Case (i) automatically stayed actions by
creditors and other parties in interest to recover any claim that arose prior to
the commencement of the Chapter 11 Case, and (ii) served to accelerate, for
purposes of allowance, all pre-petition liabilities of the Company, whether or
not those liabilities were liquidated or contingent as of the Petition Date.

                                       6

<PAGE>


                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                  (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


Accounting Policies:

         The financial information at March 31, 2004, and for the three months
ended March 31, 2004 and 2003 is unaudited. The financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, considered necessary for a fair presentation
have been included. The results of operations for the three months ended March
31, 2004 are not necessarily indicative of the results that will be achieved for
the entire year.

         These financial statements should be read in conjunction with the
Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

         Basic loss per share is computed by dividing net loss applicable to
common stock by the weighted average common shares outstanding during the
period. Diluted loss per share is based on the weighted average number of common
shares outstanding during the respective periods, plus the common equivalent
shares, if dilutive, that would result from the exercise of stock options. Stock
options and warrants for 768,720 shares of common stock at March 31, 2004 and
December 31, 2003, were excluded from the diluted loss per share calculation
because their effects would have been anti-dilutive.

         The Company has reviewed all recently issued accounting pronouncements
and does not believe that any of the pronouncements will have a material impact
on its financial statements.

2. GOING CONCERN CONSIDERATIONS

         The Company is currently operating under the jurisdiction of Chapter 11
of the Bankruptcy Code and the Court, and the continuation of the Company as a
going concern is contingent upon, among other things, its ability to restructure
successfully, including refinancing its debts, and the ability of the Company to
generate sufficient cash to fund future operations. There can be no assurance in
this regard.

         The Company intends to utilize the Chapter 11 process to reorganize its
financial and operational affairs with the goal of preserving and enhancing the
assets of the Company for the benefit of creditors and shareholders. The Company
expects the business to operate as usual, our valued employees to be retained,
and for our post-bankruptcy obligations to be satisfied.

         The Company's objective is to achieve the highest possible recoveries
for all creditors and shareholders, consistent with the Company's ability to pay
and to continue the operation of the Company's business. However, there can be
no assurance that the Company will be able to attain these objectives or to
achieve a successful reorganization. Further, there can be no assurance that the
liabilities of the Company will not be found to exceed the fair value of its
assets. This could result in claims being paid at less than 100% of their face
value and the equity of the Company's shareholders being diluted or cancelled.

         Under the Bankruptcy Code, the rights of, and ultimate payments to
pre-Petition Date creditors and shareholders may be substantially altered from
their contractual terms. At this time, it is not possible to predict the outcome
of the Chapter 11 Case, in general, or the effect of the Chapter 11 Case on the
business of the Company or on the interests of creditors and shareholders.

         The Company anticipates that substantially all liabilities of the
Company as of the Petition Date will be resolved under a plan of reorganization
in accordance with the provisions of the Code. On August 6, 2003 we filed a Plan
of Reorganization, however, there can be no assurance that the Plan will be
confirmed by the Bankruptcy Court and consummated. See Note 6 - Reorganization
Plan.

                                       7

<PAGE>
<TABLE>
<CAPTION>


                   WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                  (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


         The accompanying financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
However, as a result of the filing of the Chapter 11 Case, such realization of
assets and liquidation of liabilities are subject to a significant number of
uncertainties.

3. NOTES PAYABLE

      Notes payable consisted of the following at March 31, 2004 and December
31, 2003:

                                                                                  Principal Balance
                                                                              March 31,          December 31,
                                                                          2004 (unaudited)           2003
                                                                          ----------------       --------------
<S>                                                                         <C>                  <C>
   13% First Mortgage Notes, due March 15, 2005                             $100,000,000         $100,000,000
   15.5% Second Mortgage Notes, due March 15, 2010                             9,840,233            9,840,233
   HGMI contract rejection claim, unsecured (note 1)                           5,000,000            5,000,000
   FF&E Note, interest at prime + 6.75% (10.75% and 11% at
        March 31, 2004 and Dec. 31, 2003)                                     15,950,471           17,012,798
   Black Hawk Business Improvement District Bonds, original amount
    of $975,000 at 6% interest, due December 1, 2005 + original amount
    of $2,025,000 at 6.75% interest, due December 1, 2011                      2,431,132            2,552,865
                                                                            ------------         ------------


                                                                            $133,221,836         $134,405,896
    Less current maturities                                                  133,221,836          134,405,896
                                                                            ------------         ------------
    Long-term debt                                                          $       --           $       --
                                                                            ============         ============

         All of the Company's long-term debt became immediately due and payable
as a result of the commencement of the Chapter 11 Case, accordingly, long-term
debt balances have been reclassified to current maturities. The Company is only
paying interest on the Black Hawk Business Improvement District Bonds and the
FF&E Note because they are the only fully secured creditors under the Bankruptcy
Plan. The other notes are not fully secured and, in accordance with SOP 90-7, no
interest is paid or accrued on those notes.

         Substantially all of the Company's assets are pledged as collateral for
long-term debt. On October 15, 2002, the Company failed to make the interest
payments initially due on September 15, 2002, that it had elected to defer until
October 15, 2002 on the First Mortgage Notes and Second Mortgage Notes. The
Company's failure to pay the interest constituted an "Event of Default" under
the applicable agreements. On November 7, 2002, the Company filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code. As a result of the
failure to make required interest payments, and the filing of the bankruptcy
petition, the Company was not in compliance with all of its debt covenants.

4. REORGANIZATION ITEMS

         Reorganization related items of $351,107 and $910,413 were incurred
during the three months ended March 31, 2004 and 2003, respectively. These
include costs incurred for legal, financial advisor services received in
connection with our debt restructuring efforts, and other costs directly related
to our debt restructuring efforts.

5. COMMITMENTS AND CONTINGENCIES

Gaming Regulation Licensing

         The Company's ability to conduct gaming operations in the State of
Colorado is subject to the licensability and qualifications of the Company and
its common stockholders. The Colorado Gaming Commission approved the issuance of
the appropriate and necessary gaming licenses for operation of the Casino to us
and Hyatt Gaming on September 20, 2001. The licenses were physically issued to
us immediately prior to opening of our casino on December 20, 2001.
Additionally, upon receipt of a gaming license, such licensing and
qualifications are reviewed periodically by the gaming authorities in Colorado
and there are no guarantees such licenses will be renewed. In September 2003,
the Company received the required gaming license renewals, which expire
September 20, 2004 at which time we will apply for license renewals.

                                       8
</TABLE>

<PAGE>

                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                  (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


Legal Proceedings

         The Company is involved in certain legal proceedings, claims and
litigation, including those described below. The results of legal proceedings
cannot be predicted with certainty. Management does not believe that the Company
has potential liability related to any current legal proceedings and claims that
would have material adverse effect on the Company's financial condition,
liquidity or results of operations.

         We are involved in certain legal proceedings, claims and litigation,
including those described below. Further, we may become involved in other such
proceedings in the future. The results of legal proceedings cannot be predicted
with certainty. Except as otherwise indicated below, management does not believe
that we have potential liability related to any current legal proceedings and
claims that would have material adverse effect on our financial condition,
liquidity or results of operations. As of the result of the Chapter 11 Case,
except where noted, legal proceedings are stayed.

         First Place LLC filed a lawsuit against the Company generally asserting
that it has an ownership interest in a small sliver of property upon which the
Company has built and is operating the Black Hawk Casino by Hyatt. The property
which First Place contends it has an ownership in consists of approximately
6,000 square feet. The Company timely referred the issue to its title insurance
company, First American Title. The Company has a $33.5 million owner's title
insurance policy with First American. First American has advised the Company
that the claim will be covered by the Company's title insurance and the title
insurance company has been and is vigorously defending the claim. After a trial
in June, 2002, the trial court determined that First Place does have an
ownership interest in a strip of property containing approximately 3,000 square
feet which the Company believed it owned. Certain post trial motions had been
granted and were pending final determination by the Court at the time of the
Chapter 11 filing. On August 7, 2003, the Bankruptcy Court entered an order
lifting the automatic stay, thus allowing this case to proceed to conclusion in
the state courts. On September 12, 2003, the state trial court liquidated the
First Place claim, based upon application of the "relative hardship" doctrine,
in the amount of $73,500 and decreed that upon payment of that amount the
Company would own the 3,000 square feet. First Place has appealed this case to
the Colorado Court of Appeals and it is anticipated the appeal will be concluded
in late 2004 or early 2005. We do not anticipate that there will be any
financial exposure to the Company with respect to this claim, and fully expects
that this claim will be resolved by and at the expense of First American Title.

         PCL Construction Services, Inc. acted as the general contractor for the
Company in the construction of the Black Hawk Casino by Hyatt project. The
Substantial Completion Date for the project was originally to have been October
29, 2001 and was subsequently amended by Change Order to November 15, 2001. In
fact, construction of the casino was not at a point where the casino could open
for business until December 20, 2001 and certain components of the project were
not completed until early 2002. In early 2002, PCL and its subcontractors
claimed to be owed an aggregate of approximately $7,200,000 on the project,
recorded mechanic's liens and filed mechanic's lien foreclosure and breach of
contract litigation against the Company. The Company filed litigation against
PCL for PCL's misrepresentations and contractual breaches concerning completion
of the project. This litigation was not at issue with all parties as of the date
of the Chapter 11 filing and has been stayed. The Company and PCL engaged in
extensive settlement discussions starting in January, 2003 and entered into a
settlement agreement in May 2003. The Bankruptcy Court approved the agreement on
July 7, 2003. Under the agreement, the Company agreed to pay PCL and its
subcontractors a total of $4.5 million, $2.3 million of which was paid July 28,
2003, $1.4 million of which was paid in January 2004, $400,000 to be paid in
October 2004, and $400,000 to be paid in April 2005.

         Paul Steelman was the project architect for the Black Hawk Casino by
Hyatt project. Paul Steelman claims that it is owed an additional approximately
$200,000 for architectural work performed at the project. The Company believes
that it does not owe Paul Steelman the $200,000 and further believes that Paul
Steelman owes the Company approximately $2,000,000 for Paul Steelman's failure
to properly prepare and complete architectural plans and specifications for the
project in a timely fashion. Prior to the Chapter 11 filing, the Company and
Steelman had entered into a Dispute Resolution Agreement providing for
mediation, to be followed by binding arbitration, if necessary. The Company and
Steelman filed a stipulated motion lifting the stay from this dispute and
allowing its determination by Dispute Resolution Agreement, and an order
approving the motion was entered in May 2003. Mediation between the Company and
Steelman did not result in a resolution of these claims and a binding
arbitration of the claims is scheduled for September 2004.

                                       9

<PAGE>


                   WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                  (DEBTOR-IN-POSSESSION AS OF NOVEMBER 7, 2002)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 6.   PLAN OF REORGANIZATION.

         On August 6, 2003, we filed a Plan of Reorganization (the "Plan of
Reorganization" or the "Plan") and a related disclosure statement (the
"Disclosure Statement") with the Bankruptcy Court. On November 20, 2003, the
Company filed its first amended Plan of Reorganization and its first amended
Disclosure Statement. The Disclosure Statement is filed to provide information
of a kind and in sufficient detail to enable a typical holder of claims or
interests in a class impaired under the Plan to make an informed judgment about
the Plan. To approve the form of disclosure statement, the Bankruptcy Court must
determine that the Disclosure Statement contains "adequate information" to make
an informed judgment in voting to accept or reject the Plan. Upon the Bankruptcy
Court's findings that the Disclosure Statement contains "adequate information,"
we will be authorized to transmit the Plan and Disclosure Statement to holders
of impaired claims in connection with the solicitation of votes under the Plan.
Bankruptcy Court approval of the Disclosure Statement does not constitute a
determination by the Bankruptcy Court as to the merits of the Plan or an
indication that the Bankruptcy Court will confirm the Plan.

         If the Plan of Reorganization is confirmed by the Bankruptcy Court,
substantially all pre-petition liabilities will be subject to restructuring. Any
plan of reorganization is voted upon by creditors and equity holders and is
subject to the approval of the Bankruptcy Court. A plan of reorganization must
be confirmed by the Bankruptcy Court upon certain findings being made by the
Bankruptcy Court as required by the Bankruptcy Code. The Bankruptcy Court may
confirm a plan or reorganization notwithstanding the non-acceptance of the plan
by an impaired class of creditors or equity security holders if certain
requirements of the Bankruptcy Code are met. There can be no assurance that the
Plan of Reorganization will be confirmed by the Bankruptcy Court, or that any
such plan will be consummated.

         Until the Plan is confirmed by the Bankruptcy Court the recoveries of
holders of pre-petition claims are subject to change. The Disclosure Statement
includes detailed information about the Plan, financial performance projections
over the 7-year Plan period, financial estimates regarding our reorganized
business enterprise value including support for the "best interest" requirements
for the Plan under the Bankruptcy Code; and events leading up to our Chapter 11
case. The Plan and the transactions contemplated thereunder are more fully
described in the Disclosure Statement, a copy of which is available to the
public at the office of the clerk of the Bankruptcy Court, U.S. Customs House,
721 19th Street, Denver, Colorado 80202-2508.

         During the Chapter 11 Case, we continue to operate our business in the
ordinary course without interruption and without material impact on our
employees, customers and suppliers.

         At this time it is not possible to predict the effect of the Chapter 11
Case on our business, various creditors and equity security holders or when we
will be able to conclude our Chapter 11 Case. Our future results are dependent
upon, among other things, the confirmation and implementation of a plan of
reorganization.

                                       10

<PAGE>
<TABLE>
<CAPTION>

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

FORWARD-LOOKING STATEMENTS

         Statements made in this Form 10-Q ("Quarterly Report") that are not
historical or current facts are 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. In addition, we may from time to
time make written or oral forward-looking statements. Written forward-looking
statements may appear in documents filed with the Securities and Exchange
Commission (the "Commission"), in press releases and in reports to shareholders.
The forward-looking statements included in this Quarterly Report are based on
current expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on the following assumptions: a plan of
reorganization is consistent with the Plan of Reorganization recently filed by
us will be approved by the Bankruptcy Court, competitive and market conditions
affecting the Casino will not change materially or adversely, that we will
retain key management personnel, that our forecasts will accurately anticipate
market demand and that there will be no further material adverse change in our
operations or business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although management believes that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the results contemplated in
forward-looking information will be realized. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

         In addition, our business and operations are subject to substantial
risks, which increase the uncertainty inherent in such forward-looking
statements. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives or plans will be achieved. The Private Securities Litigation Reform
Act of 1995 contains a safe harbor for forward-looking statements on which we
rely in making such disclosures. In connection with this safe harbor we are
hereby identifying important factors that could cause actual results to differ
materially from those contained in any forward-looking statements made by or on
our behalf. Any such statement is qualified by reference to the cautionary
statements included in this Quarterly Report.

Overview

         On November 7, 2002, we filed a voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code. Under Chapter 11, we are operating our
business as a debtor-in-possession. Under the Bankruptcy Code, actions to
collect pre-petition indebtedness or enforce pre-petition contractual
obligations, as well as most other pending actions against us or property of our
estate, are stayed. On April 10, 2003, we entered into the Hyatt Settlement and
Release Agreement with Hyatt Gaming whereby Hyatt Gaming will hold certain
allowed pre-petition unsecured claims in the Chapter 11 Case and the Hyatt
Management Agreement was deemed rejected. On May 14, 2003, we assumed management
of the casino and the casino's name was changed to the Mountain High Casino.

                  The following discussion should be read in conjunction with,
and is qualified in its entirety by, the condensed financial statements of
Windsor Woodmont Black Hawk Resort Corp., including the respective notes thereto
and other financial information included elsewhere in this report.

         The following discussion should also be read in conjunction with the
Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

Results of Operations

The following table sets forth certain summarized operating data for the periods
indicated.

                                        Quarter Ended March 31,
                                     ----------------------------
                                         2004              2003            Increase (Decrease)
                                     ------------    ------------     -----------------------
<S>                                  <C>             <C>              <C>               <C>
Net Operating Revenues               $ 14,825,836    $ 13,777,706     $  1,048,130      7.6%
Total Operating Expenses               13,826,439      14,689,580         (863,141)    -5.9%
                                     ------------     ------------    ------------
Operating Income (Loss)                   999,397        (911,874)       1,911,271    209.6%
Add: Depreciation and Amortization      2,129,752       2,086,441           43,311      2.1%
                                     ------------    ------------     ------------
EBITDA(1)                            $  3,129,149    $  1,174,567     $  1,954,582    166.4%
                                     ============    ============     ============

EBITDA Margin (2)                           21.1%             8.5%           12.6%
                                     ============    ============     ============

                                              11
</TABLE>

<PAGE>


(1)  EBITDA consists of earnings (loss) before interest, income taxes,
     depreciation and amortization. EBITDA is presented solely as a supplemental
     disclosure because management believes that it is a widely used measure of
     operating performance in the gaming industry. EBITDA and EBITDA Margin are
     not determined in accordance with accounting principles generally accepted
     in the United States of America. EBITDA should not be construed as an
     alternative to operating income, as an indicator of the Company's operating
     performance, as an alternative to cash flows from operating activities, or
     as a measure of liquidity. The Company's definition of EBITDA may not be
     identical to other companies'. The above table reconciles EBITDA to
     operating income (loss) included in the financial statements presented in
     Item 1, Part 1.

(2)  EBITDA margin is EBITDA as a percentage of net operating revenues.



Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003:

         Total operating revenues for the quarter ended March 31, 2004 was
$15,735,774 ($14,825,836 net of promotional allowances). This included
$14,077,902 in casino revenue, $1,480,999 in food and beverage revenue, and
$176,873 of other revenue. This compares to total operating revenues for the
quarter ended March 31, 2003 of $14,838,904 ($13,777,706 net of promotional
allowances) and represented an increase of 6.04% of total revenues (7.61% net of
promotional allowances). This included $12,964,834 in casino revenue, $1,630,323
in food and beverage revenue, and $243,747 of other revenue. The increase in
operating revenues for the quarter ended March 31, 2004 compared to the quarter
ended March 31, 2003 is partially attributed to the extra day in February 2004,
due to leap year, and to a blizzard in March 2003, which closed the casino for
three days.

         Casino operating expenses for the quarter ended March 31, 2004 totaled
$7,803,675, including $2,792,888 in state and local gaming taxes and device
fees. This compares to casino operating expenses for the quarter ended March 31,
2003 totaling $8,045,221, including $2,726,457 in state and local gaming taxes
and device fees. This represents a decrease of 3.0% in operating expenses. The
decrease is primarily due to reduced marketing costs (principally in direct
mail, coin coupon redemption, and radio and television advertising, offset
partially by increased cost of promotional prizes). Other casino operating
expenses consist principally of salaries, wages and benefits, marketing costs,
rental expense associated with slot games operated under fee participation
agreements, and other operating expenses of the casino.

         Food and beverage expenses for the quarter ended March 31, 2004 totaled
$1,253,724, including $803,461 in cost of goods sold. This compares to food and
beverage expenses for the quarter ended March 31, 2003 totaling $1,340,336,
including $800,006 in cost of goods sold, representing a decrease of 6.5% in
food and beverage expenses. The decrease is primarily due to reduced payroll and
benefit costs and reduced cost of goods sold. Other food and beverage expenses
consist principally of salaries, wages and benefits, and other operating
expenses of the food and beverage operations.

         Other operating expenses for the quarter ended March 31, 2004 totaled
$148,436 versus $304,535 for the quarter ended March 31, 2003, and consist of
salaries, wages and benefits, contract entertainment expense, and other
operating expenses. This represents a decrease of approximately 51.26% and is
primarily due to reduced payroll and benefit costs and reduced expenditures
related to gift shop operations and to contract entertainment management.

         General and administrative expenses for the quarter ended March 31,
2004 totaled $2,490,852 versus $2,435,410 for the quarter ended March 31, 2003,
and consist of salaries, wages and benefits, utilities, insurance, property
taxes, contract services, maintenance and repairs, cleaning supplies, and other
operating expenses.

         Depreciation and amortization expense for the quarter ended March 31,
2004 totaled $2,129,752 versus $2,086,441 for the quarter ended March 31, 2003.
These expenses relate to property and equipment in service and vary with the
addition or replacement of new items of property and equipment.

                                       12

<PAGE>


         Interest expense for the quarter ended March 31, 2004 totaled $571,584,
including $59,706 in amortization of debt issuance costs. This compares to
interest expense for the quarter ended March 31, 2003, which totaled $621,653,
including $59,097 in amortization of debt issuance costs. The net reduction
represents a decrease of approximately 8.1% and is a result of principal
payments on the FF&E Note and on the Black Hawk Business Improvement District
Bonds.

         Reorganization items for the quarter ended March 31, 2004 totaled
$351,107. This includes costs incurred for legal, financial advisor services
received in connection with our debt restructuring efforts, and other costs
directly related to our debt restructuring efforts. This compares to
reorganization items for the quarter ended March 31, 2003, which totaled
$910,413 and represents a decrease of approximately 61.43%.

         Future operating results will be subject to significant business,
economic, regulatory and competitive uncertainties and contingencies, many of
which are beyond our control. While we believe that our casino will be able to
attract a sufficient number of patrons and achieve the level of activity and
revenues necessary to permit us to meet our payment obligations, we cannot
assure you that we will achieve these results.

Liquidity and Capital Resources

         The Chapter 11 Case may have a material adverse effect on relationships
with suppliers or vendors. While we have not experienced any significant
disruption in our relationships with our suppliers or vendors, we may have
difficulty maintaining existing or creating new relationships with suppliers or
vendors as a result of the Chapter 11 Case. Suppliers and vendors could stop
providing supplies or services or provide such supplies or services only on
"cash on delivery," "cash on order," or other terms that could have an adverse
impact on our short-term cash flows.

         The adequacy of our capital resources is limited and we have limited
access to additional financing. In addition to the cash requirements necessary
to fund ongoing operations, we currently are incurring and anticipate that we
will incur significant professional fees and other restructuring costs in
connection with the Chapter 11 Case and the restructuring of our operations.
However, as a result of the uncertainty surrounding our current circumstances,
it is difficult to predict our actual liquidity needs at this time. Although,
based on current and anticipated levels of operations, and efforts to increase
the number of gaming patrons and customers to the Casino, we believe that our
cash flow from operations will be adequate to meet our anticipated cash
requirements during the pendency of the Chapter 11 Case, ultimately such amounts
may not be sufficient to fund operations until such time as a plan of
reorganization receives the requisite acceptance by creditors and equity holders
and is confirmed by the Bankruptcy Court. In the event that cash flows are
insufficient to meet future cash requirements, we may be required to reduce
planned capital expenditures or seek additional financing. We can provide no
assurance that reductions in planned capital expenditures would be sufficient to
cover shortfalls or that additional financing would be available or, if
available, offered on acceptable terms. As a result of the Chapter 11 Case and
the circumstances leading to the filing thereof, our access to additional
financing is, and for the foreseeable future will likely continue to be limited.
As the foregoing indicates, our long-term liquidity requirements and the
adequacy of our capital resources are difficult to predict at this time, and
ultimately cannot be determined until a plan of reorganization has been
developed and is confirmed by the Bankruptcy Court in the Chapter 11 Case.

         After a plan of reorganization is confirmed by the Bankruptcy Court, we
estimate that cash flow from operations will be sufficient to sustain our
operations during the next fiscal year. We cannot assure you that any financing,
if necessary to meet liquidity requirements, will be available to us in the
future, or that, if available, any such financing will be on favorable terms. We
cannot assure you that our reasonably foreseeable liquidity needs are or will be
accurate or that new business developments or other unforeseen events will not
occur, resulting in the need to raise additional funds. We expect that the
adequacy of our operating cash flow will depend, among other things, upon our
ability to reorganize, the general state of the economy, both local and
national, our ability to manage the Casino, the continued development of the
Black Hawk market as a gaming destination, the intensity of the competition, the
efficiency of operations, depth of customer demand, and the effectiveness of our
marketing and promotional efforts.

Significant Accounting Policies

         We have not made any changes in our accounting policies during the
quarter ended March 31, 2004.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         Not Applicable.

                                       13

<PAGE>


Item 4.  Controls and Procedures

          An evaluation was conducted under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of March 31,
2004. Based on that evaluation, the CEO and CFO concluded that the Company's
disclosure controls and procedures were effective as of such date to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Such officers also confirm that there was
no change in the Company's internal control over financial reporting during the
quarter ended March 31, 2004 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                                       14

<PAGE>


PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

         We are involved in certain legal proceedings, claims and litigation,
including those described below. Further, we may become involved in other such
proceedings in the future. The results of legal proceedings cannot be predicted
with certainty. Except as otherwise indicated below, management does not believe
that we have potential liability related to any current legal proceedings and
claims that would have material adverse effect on our financial condition,
liquidity or results of operations. As of the result of the Chapter 11 Case,
except where noted, legal proceedings are stayed.

         First Place LLC filed a lawsuit against the Company generally asserting
that it has an ownership interest in a small sliver of property upon which the
Company has built and is operating the Black Hawk Casino by Hyatt. The property
which First Place contends it has an ownership in consists of approximately
6,000 square feet. The Company timely referred the issue to its title insurance
company, First American Title. The Company has a $33.5 million owner's title
insurance policy with First American. First American has advised the Company
that the claim will be covered by the Company's title insurance and the title
insurance company has been and is vigorously defending the claim. After a trial
in June, 2002, the trial court determined that First Place does have an
ownership interest in a strip of property containing approximately 3,000 square
feet which the Company believed it owned. Certain post trial motions had been
granted and were pending final determination by the Court at the time of the
Chapter 11 filing. On August 7, 2003, the Bankruptcy Court entered an order
lifting the automatic stay, thus allowing this case to proceed to conclusion in
the state courts. On September 12, 2003, the state trial court liquidated the
First Place claim, based upon application of the "relative hardship" doctrine,
in the amount of $73,500 and decreed that upon payment of that amount the
Company would own the 3,000 square feet. First Place has appealed this case to
the Colorado Court of Appeals and it is anticipated the appeal will be concluded
in late 2004 or early 2005. We do not anticipate that there will be any
financial exposure to the Company with respect to this claim, and fully expects
that this claim will be resolved by and at the expense of First American Title.

         PCL Construction Services, Inc. acted as the general contractor for the
Company in the construction of the Black Hawk Casino by Hyatt project. The
Substantial Completion Date for the project was originally to have been October
29, 2001 and was subsequently amended by Change Order to November 15, 2001. In
fact, construction of the casino was not at a point where the casino could open
for business until December 20, 2001 and certain components of the project were
not completed until early 2002. In early 2002, PCL and its subcontractors
claimed to be owed an aggregate of approximately $7,200,000 on the project,
recorded mechanic's liens and filed mechanic's lien foreclosure and breach of
contract litigation against the Company. The Company filed litigation against
PCL for PCL's misrepresentations and contractual breaches concerning completion
of the project. This litigation was not at issue with all parties as of the date
of the Chapter 11 filing and has been stayed. The Company and PCL engaged in
extensive settlement discussions starting in January, 2003 and entered into a
settlement agreement in May 2003. The Bankruptcy Court approved the agreement on
July 7, 2003. Under the agreement, the Company agreed to pay PCL and its
subcontractors a total of $4.5 million, $2.3 million of which was paid July 28,
2003, $1.4 million of which was paid in January 2004, $400,000 to be paid in
October 2004, and $400,000 to be paid in April 2005.

         Paul Steelman was the project architect for the Black Hawk Casino by
Hyatt project. Paul Steelman claims that it is owed an additional approximately
$200,000 for architectural work performed at the project. The Company believes
that it does not owe Paul Steelman the $200,000 and further believes that Paul
Steelman owes the Company approximately $2,000,000 for Paul Steelman's failure
to properly prepare and complete architectural plans and specifications for the
project in a timely fashion. Prior to the Chapter 11 filing, the Company and
Steelman had entered into a Dispute Resolution Agreement providing for
mediation, to be followed by binding arbitration, if necessary. The Company and
Steelman filed a stipulated motion lifting the stay from this dispute and
allowing its determination by Dispute Resolution Agreement, and an order
approving the motion was entered in May 2003. Mediation between the Company and
Steelman did not result in a resolution of these claims and a binding
arbitration of the claims is scheduled for September 2004.

Item 2.  Changes in Securities and Use of Proceeds

         Not Applicable.

Item 3.  Defaults Upon Senior Securities

         Not Applicable.

                                       15

<PAGE>


Item 4.  Submission of Matters to a Vote of Security Holders

         Not Applicable.

Item 5.  Other Information

         Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

         31.1     Certification of Chief Executive Officer of Periodic Report
                  Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

         31.2     Certification of Chief Financial Officer of Periodic Report
                  Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

         32.1.    Certification Pursuant to 18 U.S.C. 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Form 8-K

         Not Applicable.

                                       16

<PAGE>


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date: May 21, 2004

                                        WINDSOR WOODMONT BLACK HAWK RESORT CORP.



                                        /s/  Jerry L. Dauderman
                                        --------------------------------------
                                             Jerry L. Dauderman, Chairman and
                                             Chief Executive Officer



                                        /s/  Michael L. Armstrong
                                        --------------------------------------
                                             Michael L. Armstrong,
                                             Executive Vice President,
                                             Chief Financial Officer, Treasurer
                                             and Secretary

                                       17