<PAGE>   1
                                  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, 2001

                                       or

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

 For the transition period from

 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.)


           12160 N. Abrams Rd., Suite 516, Dallas, Texas         75243
           (Address of principal executive offices)            (Zip Code)

                                  (214)575-8757
              (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

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


<PAGE>   2



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                                    FORM 10-Q
                                      INDEX

<TABLE>
<S>                 <C>                                                                    <C>
Part I -- FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets, March 31, 2001
                    (unaudited) and December 31, 2000                                          2

                  Condensed Consolidated Statements of Operations for the
                      three months ended March 31, 2001 and 2000 and for
                      the period from July 17, 1997 (date of inception)
                      through March 31, 2001 (unaudited)                                       3

                  Condensed Consolidated Statement of Comprehensive Loss for the
                      three months ended March 31, 2001 and 2000 and for the
                      period from July 17, 1997 (date of inception) through
                      March 31, 2001 (unaudited)                                               4

                  Condensed Consolidated Statements of Redeemable Preferred
                      Stock and Stockholders' Equity for the three months ended
                      March 31, 2001 and for the period from July 17, 1997
                      (date of inception) through March 31, 2001 (unaudited)                   5

                  Condensed Consolidated Statements of Cash Flows for the three
                      months ended March 31, 2001 and 2000 and for the period
                      from July 17, 1997 (date of inception) through March 31,
                      2001 (unaudited)                                                         6

                  Notes to Condensed Consolidated Financial Statements                       7 - 9

         Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations                                             10 - 11


Part II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                           12

         Item 2.  Changes in Securities and Use of Proceeds                                   12

         Item 3.  Defaults Upon Senior Securities                                             12

         Item 4.  Submission of Matters to a Vote of Security Holders                         12

         Item 5.  Other Information                                                           12

         Item 6.  Exhibits and Reports on Form 8-K                                            12
</TABLE>




                                        1


<PAGE>   3




                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                   March 31, 2001    December 31, 2000
                                                                                   ---------------   -----------------
<S>                                                                                     <C>                <C>
ASSETS
CURRENT ASSETS:
Cash                                                                               $       221,475    $       229,204
Cash and cash equivalents, restricted                                                   30,129,583         30,122,220
Short-term investments, restricted                                                      20,834,157         33,706,894
                                                                                   ---------------    ---------------
Total current assets                                                                    51,185,215         64,058,318

LAND AND CONSTRUCTION IN PROGRESS
Land and site work                                                                      18,133,341         18,130,841
Construction in progress                                                                46,021,458         35,895,741
                                                                                   ---------------    ---------------
Total land and construction in progress                                                 64,154,799         54,026,582

OTHER ASSETS:
Investments, restricted                                                                         --          2,708,333
Funds held in escrow                                                                            --             50,000
Deferred financing costs, net of accumulated amortization
    of $1,390,732 and $1,043,710, respectively                                           5,582,504          5,881,114
                                                                                   ---------------    ---------------

TOTAL ASSETS                                                                       $   120,922,518    $   126,724,347
                                                                                   ===============    ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Construction accounts payable and accrued expenses                                 $     4,019,498    $     5,633,548
Accrued interest                                                                         1,848,236          4,769,712
                                                                                   ---------------    ---------------
Total current liabilities                                                                5,867,734         10,403,260

NON CURRENT LIABILITIES
Notes Payable                                                                          106,051,084        105,965,404
Warrants issued on common stock                                                          3,568,600          3,568,600
                                                                                   ---------------    ---------------
Total non current liabilities                                                          109,619,684        109,534,004

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                 1,701,861          1,684,670
Accrued dividends on preferred stock                                                       549,572            417,322
                                                                                   ---------------    ---------------
Total redeemable preferred stock                                                         5,151,433          5,001,992

Commitments and contingencies

STOCKHOLDERS' EQUITY
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
Deficit accumulated during the development stage                                       (12,326,153)       (10,752,845)
Other comprehensive income                                                                 358,570            286,686
                                                                                   ---------------    ---------------
Total stockholders' equity                                                                 283,667          1,785,091
                                                                                   ---------------    ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $   120,922,518    $   126,724,347
                                                                                   ===============    ===============
</TABLE>


            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                        2

<PAGE>   4




                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                    For the period from
                                                                                       July 17, 1997
                                              For the Three Months Ended March 31,  (Date of Inception)
                                              ------------------------------------        Through
                                                      2001              2000          March 31, 2001
                                              -----------------    ---------------  -------------------
<S>                                             <C>                <C>                <C>
REVENUE:
Interest income                                 $       809,269    $       238,676    $     4,619,573
                                                ---------------    ---------------    ---------------

Total revenue                                           809,269            238,676          4,619,573

EXPENSES:
General and administrative                                   --                 57            958,345
Start up costs                                          202,310            165,000            519,456
Interest expense                                      2,048,017            535,013         11,732,772
Change in valuation of warrants                              --                 --             12,536
Write off previously capitalized
    costs                                                    --                 --          3,027,589
                                                ---------------    ---------------    ---------------
Total expenses                                        2,250,327            700,070         16,250,698
                                                ---------------    ---------------    ---------------

Net loss                                             (1,441,058)          (461,394)       (11,631,125)

Preferred stock dividends                               132,250             21,740            549,572
                                                ---------------    ---------------    ---------------
Net loss attributable to
    common stock                                $    (1,573,308)   $      (483,134)   $   (12,180,697)
                                                ===============    ===============    ===============

Loss per share
    Basic                                       $         (1.57)   $         (2.41)
    Diluted                                     $         (1.57)   $         (2.41)

Weighted Average Shares
    Basic                                             1,000,000            200,800
    Diluted                                           1,000,000            200,800
</TABLE>


            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




                                        3


<PAGE>   5




                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


<TABLE>
<CAPTION>
                                                                                     For the period from
                                                                                        July 17, 1997
                                           For the Three Months Ended March 31,      (Date of Inception)
                                           -----------------------------------            Through
                                                2001                2000              March 31, 2001
                                           ---------------    ----------------       -------------------
<S>                                        <C>                <C>                     <C>
Net loss                                   $    (1,441,058)   $      (461,394)        $   (11,631,125)

Unrealized gain  (loss) on securities
   held for sale                                    71,884            (82,071)                358,570
                                           ---------------    ---------------         ---------------

Comprehensive loss                         $    (1,369,174)   $      (295,100)        $   (11,272,555)
                                           ===============    ===============         ===============
</TABLE>


            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





                                        4

<PAGE>   6


                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE
                    PREFERRED STOCK AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                               Redeemable
                                                            Preferred Stock                      Common Stock
                                                       ------------------------------       -----------------------------
                                                          Shares            Amount            Shares            Amount
                                                       ------------      ------------       -----------       -----------

<S>                                                    <C>              <C>                 <C>              <C>
  Balance at July 17, 1997
  Initial capital contribution                                                                    1,000       $        10
                                                       ------------      ------------       -----------       -----------
  Balance at December 31, 1997                                                                    1,000                10
                                                       ------------      ------------       -----------       -----------
  Balance at December 31, 1998                                                                    1,000       $        10
                                                       ------------      ------------       -----------       -----------
  Balance at December 31, 1999                                                                    1,000                10

  Issuance of common stock                                                                      999,000             9,990
  11% Series A preferred stock                               29,000      $  2,900,000
  7% Series B preferred stock                                30,000         3,000,000

  Warrants for common stock attached to
      Series B preferred stock                                             (1,315,330)
  Preferred stock dividends                                                   417,322
                                                       ------------      ------------       -----------       -----------
  Balance at December 31, 2000                               59,000      $  5,001,992         1,000,000       $    10,000

  Amortization of preferred stock issuance cost                                17,191
  Preferred stock dividends                                                   132,250
                                                       ------------      ------------       -----------       -----------
  Balance at March 31, 2001                                  59,000      $  5,151,433         1,000,000       $    10,000
                                                       ============      ============       ===========       ===========
</TABLE>


<TABLE>
<CAPTION>

                                                                           Deficit
                                                                         Accumulated
                                                        Additional        During the           Other             Total
                                                          Paid In         Development      Comprehensive     Stockholders'
                                                          Capital           Stage             Income            Equity
                                                       ------------     -------------      -------------     -------------
<S>                                                    <C>              <C>                 <C>              <C>
  Balance at July 17, 1997
  Initial capital contribution                         $        990                                           $     1,000
  Non-cash distribution to members                                      $    (145,456)                           (145,456)
  Net loss                                                                   (589,413)                           (589,413)
                                                       ------------     -------------        -----------      -----------
  Balance at December 31, 1997                                  990          (734,869)                           (733,869)
  Net loss                                                                 (3,569,772)                         (3,569,772)
                                                       ------------     -------------        -----------      -----------
  Balance at December 31, 1998                                  990        (4,304,641)                         (4,303,641)
  Net loss                                                                   (676,400)                           (676,400)
                                                       ------------     -------------        -----------      -----------
  Balance at December 31, 1999                                  990        (4,981,041)                         (4,980,041)
  Issuance of common stock                               12,240,260                                            12,250,250
  Preferred stock dividends                                                  (417,322)                           (417,322)
  Net loss                                                                 (5,354,482)                         (5,354,482)
  Unrealized gain on investments available for
    sale                                                                                         286,686          286,686
                                                       ------------     -------------        -----------      -----------
  Balance at December 31, 2000                           12,241,250       (10,752,845)           286,686        1,785,091
  Preferred stock dividends                                                  (132,250)                           (132,250)
  Net loss                                                                 (1,441,058)                         (1,441,058)
                                                       ------------     -------------       -----------       -----------
  Unrealized gain on investments available for
    sale                                                                                         71,884            71,884
                                                       ------------     -------------       -----------       -----------
  Balance at March 31, 2001                            $ 12,241,250     $ (12,326,153)      $   358,570       $   283,667
                                                       ============     =============       ===========       ===========
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                        5

<PAGE>   7



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                              For the period
                                                                                                                   from
                                                                                                               July 17, 1997
                                                                                                                 (Date of
                                                                                                                Inception)
                                                                For the Three Months Ended March 31,             Through
                                                                     2001                 2000                 March 31, 2001
                                                                -------------          ------------          ------------------

<S>                                                              <C>                   <C>                   <C>
Cash flows used in operating activities
  Net Loss                                                       $ (1,441,058)         $   (461,394)         $      (11,631,125)
  Adjustments to reconcile net loss
    to net cash provided by operating
    activities:
    Write-off previously capitalized costs                                 --                    --                   3,027,589
    Amortization of deferred financing costs                          347,022                49,820                   2,674,959
    Amortization of debt discount                                      85,680                    --                      85,680
    Amortization of preferred stock issuance cost                      17,191                    --                      17,191
    Change in valuation of warrants                                        --                    --                      12,536
  Changes in working capital:
    Accounts payable, accrued expenses
    and accrued interest                                           (2,921,476)           (2,080,466)                  3,625,989
                                                                 ------------          ------------          ------------------
      Net cash used in operating activities                        (3,912,641)           (2,492,040)                 (2,187,181)
                                                                 ------------          ------------          ------------------
Cash flows from investing activities:
  Decrease in funds held in escrow                                     50,000               262,482                          --
  Increase in land and construction in progress                    (9,341,337)           (1,898,411)                (65,948,689)
  Increase (decrease) in cash - restricted, cost                       (7,363)          (53,793,667)                (30,129,583)
  Increase (decrease) in investments, cost                         15,652,954           (34,107,243)                (20,475,587)
  (Decrease) increase in construction accounts payable             (2,400,930)           (6,803,254)                  8,339,806
                                                                 ------------          ------------          ------------------
      Net cash provided by (used in) investment activities          3,953,324           (96,340,093)               (108,214,053)
                                                                 ------------          ------------          ------------------
Cash flows from financing activities:
  Deferred offering costs incurred                                    (48,412)           (5,711,574)                 (7,874,463)
  Proceeds from notes payable                                              --           105,695,436                 124,565,759
  Payment of notes payable                                                 --            (9,339,506)                (14,937,571)
  Proceeds from preferred stock - Series B                                 --             1,631,500                   1,684,670
  Proceeds from common stock issued for cash                               --             4,010,250                   4,011,250
  Proceeds from warrants issued for cash                                   --             3,173,064                   3,173,064
                                                                 ------------          ------------          ------------------
      Net cash provided by financing activities                       (48,412)           99,459,170                 110,622,709
                                                                 ------------          ------------          ------------------
Net change in cash and cash equivalents                                (7,729)              627,037                     221,475
Cash and cash equivalents, beginning of period                        229,204               147,091
                                                                 ------------          ------------          ------------------
Cash and cash equivalents, end of period                         $    221,475          $    774,128          $          221,475
                                                                 ============          ============          ==================

Non Cash Items:
Land and construction in progress reductions
    due to payment settlements and interest forgiven                       --          $  3,887,221          $        3,887,221
Construction in progress due to retainage                        $   (786,880)                   --          $       (2,428,940)
Deferred financing costs settled with warrants                             --          $   (383,000)         $         (383,000)
Accrued interest forgiven                                                  --          $ (1,650,346)         $       (1,650,346)
Accounts payable settled for less than face value                          --          $ (2,236,875)         $       (2,236,875)
Notes payable converted to common stock                                    --          $ (7,415,000)         $       (7,415,000)
Accounts payable settled with Series A preferred stock                     --          $ (2,900,000)         $       (2,900,000)
Accounts payable settled with common stock                                 --          $   (825,000)         $         (825,000)
</TABLE>


            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                        6


<PAGE>   8


                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Windsor Woodmont Black Hawk Resort Corp., a Colorado corporation ("the
Company" or "the 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"). As
operations of the Project have not begun, the Company and the LLC are reporting
as development stage enterprises.

         On March 14, 2000 (the "Closing Date") the Company completed the
private placement financing transactions discussed in Note 2 below. Prior to the
Closing Date, all development activities were conducted by the LLC and the
Company was a wholly owned shell company subsidiary of the LLC with no
significant assets, liabilities or operating activity. On the Closing Date the
LLC contributed all of its assets and liabilities 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 LLC's ownership in the Company has
been 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. Future development activities of the Project will be undertaken
by the Company and upon completion the Project will be managed by Hyatt Gaming
Management, Inc.

         The consolidated financial statements include the accounts of the
Company and the LLC, and for disclosures required of a development stage
enterprise, the financial statements include the accounts of the Company and the
LLC from July 17, 1997 (the date of inception of the LLC).

BASIS OF PRESENTATION

         The financial information at March 31, 2001, and for the three months
ended March 31, 2001 and 2000 and for the period from July 17, 1997 (date of
inception) through March 31, 2001 is unaudited. The financial statements have
been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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, 2001 are not necessarily indicative of the results that will be achieved for
the entire year, nor once the property in operational.

         These financial statements should be read in conjunction with the
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000.

2.       PRIVATE PLACEMENT

         On March 14, 2000, the Resort Corp. successfully completed the issuance
of $100 million in first mortgage notes in a Private Placement (the "Private
Placement Notes") which are senior secured obligations collateralized by
substantially all of Resort Corp.'s assets. The Private Placement Notes bear
interest at 13% per annum, payable semi-annually, mature in 2005 and contain
numerous covenants, including limitations on the payment of dividends on common
stock, the incurrence of additional indebtedness and the issuance of additional
preferred stock. The Private Placement Notes also have warrants attached that
will entitle the holders to purchase, at $0.01 per share, common stock of the
Company that represent, in the aggregate, approximately 20% of the fully diluted
common stock of the Company. The warrants are immediately exercisable and expire
in 10 years. Holders of the warrants have the right to put the warrants to
Resort Corp. for cash at any time after both (1) the date on which the notes
issued in the Private Placement are paid in full, whether at maturity or
pursuant to redemption or repurchase, and (2) the date on which the second
mortgage notes issued to Hyatt Gaming Management, Inc. are paid in full, whether
at maturity or pursuant to redemption or repurchase. The price the Company will
pay per warrant will be based on a fully diluted, per share total enterprise
value for Resort Corp. equal to

                                        7


<PAGE>   9

(1)(a) 6.0 multiplied by earnings before interest, taxes, depreciation, and
amortization in each case of the four fiscal quarters immediately preceding such
purchase for which internal financial statements are available, minus (b) funded
debt minus (c) the liquidation preference value of any outstanding preferred
stock, plus (d) the cash to be received upon the exercise of any warrants,
options or convertible securities having an exercise price less than the fair
value of such common stock, divided by (2) the number of shares of common stock
outstanding on a fully diluted basis. The holders of the warrants also have
certain tag along and drag along rights, as defined. Net proceeds from the
Private Placement, after offering expenses, was approximately $94.8 million. The
net proceeds are being used to fund the development of the project and were used
to satisfy notes payable with Kennedy Funding, Inc., National Westminster,
National Westminster Capital Markets, Mohogany Ridge LP, American Equity
Exchange, Midcap, S-O Family Partnership, Miner's Mesa and Dan Robinowitz in
addition to certain accounts payable and accrued expenses that were
significantly past due at December 31, 1999.

         Upon consummation of the Private Placement, the following transactions
also occurred:

         o Resort Corp. amended its articles of incorporation whereby its
         authorized stock now consists of 10,000,000 shares of common stock,
         $0.01 par value per share, and 1,000,000 shares of preferred stock,
         $0.01 par value per share. The shares of preferred stock may be issued
         from time to time in one or more series.

         o Resort Corp. issued 29,000 shares of its preferred stock as "Series
         A" preferred stock and 30,000 shares of its preferred stock as "Series
         B" preferred stock. The holders of both the Series A and Series B
         preferred stock have no voting rights. The Series A preferred stock is
         non-convertible, accrues cumulative, non-compounding dividends at the
         rate of 11% per annum and has a liquidation preference of $100 per
         share. Holders of the Series A preferred stock may redeem their shares
         at a price per share equal to their liquidation preference plus accrued
         and unpaid dividends thereon at any time after the later of (1) one
         year after the notes issued in the Private Placement are paid in full,
         whether at maturity or upon redemption or repurchase and (2) one year
         after the second mortgage notes issued to Hyatt Gaming Management, Inc.
         are paid in full, whether at maturity or upon redemption or repurchase.
         The Series B preferred stock is non-convertible, accrues dividends on a
         cumulative basis, compounding quarterly at a rate of 7% per annum and
         has a liquidation preference of $100 per share. Holders of the Series B
         preferred stock may redeem their shares at a price equal to their
         liquidation preference plus accrued and unpaid dividends thereon at
         March 15, 2015;

         o The LLC contributed all of its assets and liabilities to Resort Corp.
         and in exchange the LLC received 368,964 shares of common stock of
         Resort Corp. Such shares represent approximately 37% of the then
         outstanding common stock of Resort Corp.;

         o Notes payable in the amount of $7.4 million were converted to 383,461
         shares of common stock of Resort Corp. and accrued interest in the
         amount of approximately $1.65 million was forgiven;

         o Resort Corp. obtained approximately $4.0 million in proceeds from the
         sale of 247,575 shares of its common stock;

         o As described above, Resort Corp. issued (a) $2.9 million of its 11%
         mandatorily redeemable Series A preferred stock in satisfaction of
         certain accrued salaries and other project development costs ($1.7
         million) and accounts payable ($1.2 million);

         o As described above, Resort Corp. issued $3.0 million of its 7%
         mandatorily redeemable Series B preferred stock in exchange for cash.
         The Series B preferred stock was issued with warrants that entitle the
         warrant holders to purchase, at an exercise price of $0.01 per share,
         common stock of Resort Corp. that represented, in the aggregate, 15% of
         the fully diluted common stock of Resort Corp. These warrants have
         substantially similar rights as the warrants issued in the Private
         Placement;

         o The Company obtained approximately $7.5 million in proceeds from the
         issuance of second mortgage notes and warrants to Hyatt Gaming
         Management, Inc. The warrants attached to the Hyatt Gaming Management,
         Inc. second mortgage notes were assigned a value of $160,000 and
         entitle the warrant holders to purchase, at $0.01 per share, common
         stock of Resort Corp. that represented, in the aggregate, 1.98% of the
         fully diluted common stock of Resort Corp. These warrants have the same
         rights as the warrants issued in the Private Placement;

                                        8


<PAGE>   10

         o U.S. Bancorp Libra, as placement agent, received warrants with a
         value of $383,000 that entitle the warrant holders to purchase, at
         $0.01 per share, common stock of the Company that represent, in the
         aggregate, 4.67% of the fully diluted common stock of the Company.
         These warrants have the same rights as the warrants issued in the
         Private Placement.

3. COMMITMENTS AND CONTINGENCIES

CONSTRUCTION RISKS

         Any construction project entails significant construction risks,
including, without limitation, cost overruns, delays in receipt of governmental
approvals, shortages of material or skilled labor, labor disputes, unforeseen
environmental or engineering problems, work stoppages, fire and other natural
disasters, construction scheduling problems and weather interferences, any of
which, if it occurred, could delay construction or result in substantial
increase in costs to the Project.

ENVIRONMENTAL ISSUES

         The Project will be located in a 400-square mile area that has been
designated by the United States Environmental Protection Agency (EPA) as the
Clear Creek/Central City National Priorities List Superfund Site under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA),
as a result of hazardous substance contamination caused by historical mining
activity in Black Hawk. This is a broad national priorities list site, within
which the EPA has identified several priority areas of contamination from
historical mining activities, including draining mines and mine dumps, for
active investigation and/or remediation. To date, the EPA has not identified the
Project site as being within a priority area nor has it identified contamination
on or from the project site to require remediation.

         The Company has been informed that the Superfund Division of the
Colorado Department of Public Health and the Environment (CDPHE), working with
the EPA, has sampled surface water in or near North Clear Creek near where a
portion of the Project site called Silver Gulch discharges surface water into
North Clear Creek. The Company has been informed that based on the results of
those samples, the EPA and the Colorado Superfund Division have expressed
preliminary concern that soil and rock associated with historic mining
operations in Silver Gulch may be a source of contamination to North Clear
Creek. Even minor contamination could form a basis for the EPA or CDPHE to
require owners and operators of properties which have been the source of
contamination to investigate and remediate contamination on or from their
property or to reimburse costs incurred by the government in connection with
such remediation. The Project site could be among the properties suspected of
being a source of contamination. If investigation or remediation of the project
site were required, the Project schedule could be delayed and costs could
increase.

CONSTRUCTION AGREEMENT

         The LLC has entered into a construction agreement, which was assigned
to the Company upon consummation of the Private Placement, with PCL Construction
Services, Inc. ("PCL") whereby PCL will build the Project. Subject to certain
conditions, PCL has guaranteed that the cost of the Project will not exceed
$42.56 million. Costs in the amount of approximately $20.8 million and $10.9
million have been incurred under this contract as of March 31, 2001 and December
31, 2000, respectively.

EXCAVATION AGREEMENT

         The LLC has entered into an excavation agreement, which was assigned to
the Company upon consummation of the Private Placement, in which all excavation
for the project will be performed by D.H. Blattner & Sons, Inc. The excavation
was substantially complete at December 31, 2000 and costs in the amount of
approximately $8.9 million have been incurred under this contract. This is not a
maximum price contract.






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<PAGE>   11


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

         The following discussion should be read in conjunction with, and is
qualified in its entirety by, the condensed consolidated 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-KSB for the fiscal year ended December 31, 2000.

RESULTS OF OPERATIONS

         Windsor Woodmont Black Hawk Resort Corp. has been in the development
stage since its inception and has not commenced operations. Prior to March 17,
2000 all costs were borne by Windsor Woodmont, LLC, and such costs were
reimbursed with proceeds of the first mortgage notes offering and related
transactions. 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, if completed and
opened, 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, including those relating to the notes, we cannot assure you that we
will achieve these results.

Three Months Ended March 31, 2001

         The Company does not have any historical operating results other than
interest expense on the Company's outstanding indebtedness, interest income on
the Company's restricted cash and short-term investments, start up costs, and
the capitalization of certain costs.

         General and administrative expenses represent salaries and project
development services which have not been capitalized to our casino project. We
have capitalized salaries which, in management's opinion, are directly
attributable to the development of our casino. Accordingly, the decrease in
general and administrative expenses for the quarter ended March 31, 2001
compared to the quarter ended March 31, 2000 is a result of management's
determination of the nature of the services being performed.

         Start up costs are expensed as incurred. The increase in start up costs
for the quarter ended March 31, 2001 compared to the quarter ended March 31,
2000 is attributable to start up costs being incurred by the Company in
accordance with the provisions of the management agreement with Hyatt Gaming
Management, Inc.

         Interest charges for the three months ended March 31, 2001 totaled
$4,028,416, including $347,021 in amortization of debt issuance costs. Of this
total, $1,980,399 was capitalized and $2,048,017 was expensed. Interest charges
for the three months ended March 31, 2000 totaled $1,135,672, including $49,820
in amortization of debit issuance costs. Of this total, $600,659 was capitalized
and $535,013 was expensed. Interest charges for the three months ended March 31,
2001 compared to the three months ended March 31, 2000 increased as a result of
the issuance of the $100 million first mortgage notes and the $7.5 million
second mortgage notes.




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<PAGE>   12



                         LIQUIDITY AND CAPITAL RESOURCES

         The Company completed debt financing totaling $107,500,000, a cash
preferred stock offering totaling $3,000,000, (series B preferred stock) and a
common stock offering totaling $4,010,250 (net of commissions paid). The company
converted $7,415,000 face amount of notes payable to common stock, and had
$1,650,346 in accrued interest forgiven. The Company also reduced accounts
payable and accrued expenses a total of $3,725,000 utilizing $2,900,000 in
preferred stock (series A preferred stock) and $825,000 of common stock issued
to Windsor Woodmont, LLC.

         We estimate that we will need to obtain financing in the amount of
approximately $20.8 million to purchase furniture, fixtures and equipment for
our casino. We also intend to obtain $3.0 million from the issuance of special
improvement district bonds by the City of Black Hawk. We have not, however,
entered into any binding agreements for such financings; however, management
believes such financings will be obtained in due course.

         We estimate that the proceeds from the financings completed and those
contemplated financings noted above will be sufficient to complete the
development and construction of our casino project. Following the commencement
of operations of our casino, we expect to fund our operating and capital needs
from operating cash flows.

         Management estimates that the Project will be completed during the
fourth quarter of 2001, and that it will be completed within the budget.

         We cannot assure you that any additional 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 patron acceptance of
our 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, the effectiveness of our marketing and promotional
efforts and the performance by Hyatt Gaming of its management responsibilities.




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<PAGE>   13



PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         Not Applicable.

Item 2.  Changes in Securities and Use of Proceeds.

         Not Applicable

Item 3.  Defaults Upon Senior Securities.

         Not Applicable

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.

         Not Applicable


                                   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 15, 2001

                                   WINDSOR WOODMONT BLACK HAWK RESORT CORP.



                                   /s/ Michael L. Armstrong
                                   ---------------------------------------------
                                   Michael L. Armstrong, Chief Financial Officer














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