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


                                   FORM 10-Q/A


(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, 2002

                                       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.)


                   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

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


<PAGE>



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

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

         Item 1.  Financial Statements
                  Condensed Consolidated Balance Sheets, March 31, 2002
                  (unaudited) and December 31, 2001                                                                2
                  Condensed Consolidated Statements of Operations for the three months ended
                      March 31, 2002 and 2001 (unaudited)                                                          3
                  Condensed Consolidated Statement of Comprehensive Loss for the three months
                      ended March 31, 2002 and 2001 (unaudited)                                                    4
                  Condensed Consolidated Statements of Redeemable Preferred Stock and Stockholders'
                      Equity for the period from December 31, 1998 through March 31, 2002 (unaudited)              5
                  Condensed Consolidated Statements of Cash Flows for the three months ended
                      March 31, 2002 and 2001  (unaudited)                                                         6
                  Notes to Condensed Consolidated Financial Statements                                           7 - 10

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

Part II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                             14 - 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                                              15

         Item 5.  Other Information                                                                                15

         Item 6.  Exhibits and Reports on Form 8-K                                                                 15
</Table>



                                       1

<PAGE>




                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                           CONSOLIDATED BALANCE SHEETS


<Table>
<Caption>
                                                                                     March 31, 2002     December 31, 2001
                                                                                     --------------     -----------------
<S>                                                                                  <C>                 <C>

     ASSETS
     CURRENT ASSETS:
     Cash                                                                            $    9,665,965      $    9,667,138
     Cash and cash equivalents, restricted                                                2,333,663           5,012,476
     Short-term investments, restricted                                                          --           6,480,236
     Accounts receivable                                                                    225,089             223,511
     Inventories                                                                            318,870             282,745
     Prepaid expenses                                                                     1,199,199             859,704
     Other current assets                                                                    18,592
                                                                                     --------------      --------------

     Total current assets                                                                13,761,378          22,525,810

     Property and Equipment, net                                                        124,302,335         124,599,615

     OTHER ASSETS:
     Base stock inventories/uniforms, net of accumulated amortization                       236,567             279,062
     Funds held in escrow and security deposits                                             237,750             235,151
     Franchise Fees                                                                          40,000              40,000
     Deferred financing costs, net of accumulated amortization
         of $2,475,409 and $2,889,414, respectively                                       4,988,177           5,252,182
                                                                                     --------------      --------------

     TOTAL ASSETS                                                                    $  143,566,207      $  152,931,820
                                                                                     ==============      ==============

     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
     Current portion of long-term debt                                               $    4,895,873      $    4,029,205
     Trade accounts payable and accrued expenses                                          3,897,046           1,684,980
     Accounts payable related parties                                                     1,996,663           4,925,732
     Construction accounts payable                                                        6,316,629           7,344,158
     Accrued interest                                                                       819,909           3,976,906
     Other current liabilities                                                            1,231,309             256,157
                                                                                     --------------      --------------
     Total current liabilities                                                           19,157,429          22,217,138

     NON CURRENT LIABILITIES
     Long-term debt, less current portion                                               126,946,618         128,420,658
     Warrants issued on common stock                                                      3,568,600           3,568,600
                                                                                     --------------      --------------
     Total non current liabilities                                                      130,515,218         131,989,258

     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             1,772,541           1,754,637
     Accrued dividends on preferred stock                                                 1,106,975             968,576
                                                                                     --------------      --------------
     Total redeemable preferred stock                                                     5,779,516           5,623,213

     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
     Accumulated Deficit                                                                (24,137,206)        (19,209,132)
     Other comprehensive income                                                                  --              60,093
                                                                                     --------------      --------------
     Total stockholders' equity                                                         (11,885,956)         (6,897,789)
                                                                                     --------------      --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $  143,566,207      $  152,931,820
                                                                                     ==============      ==============
</Table>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       2


<PAGE>




                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                For the Three Months Ended
                                                         March 31,
                                             ----------------------------------
                                                  2002                2001
                                             --------------      --------------
<S>                                          <C>                 <C>

    OPERATING REVENUES:
    Casino                                   $   15,831,611      $           --
    Food and beverage                             1,656,898                  --
    Other                                           194,827                  --
                                             --------------      --------------
                                                 17,683,336                  --
    Less: Promotional allowances                   (742,681)                 --
                                             --------------      --------------

    Net operating revenues                       16,940,655                  --
                                             --------------      --------------

    OPERATING EXPENSES:
    Casino                                        9,311,949                  --
    Food and beverage                             1,730,111                  --
    Other operating expenses                        482,933                  --
    General and administrative                    2,847,667                  --
    Start up costs                                       --             202,310
    Management fees                                 581,696                  --
    Depreciation and amortization                 2,060,245                  --
                                             --------------      --------------

    Total operating expenses                     17,014,601             202,310
                                             --------------      --------------

    Operating Income                                (73,946)           (202,310)

    OTHER INCOME (EXPENSE):
    Interest income                                 102,864             809,269
    Interest expense                             (4,818,593)         (2,048,017)
                                             --------------      --------------

    Other expense, net                           (4,715,729)         (1,238,748)
                                             --------------      --------------

    Net loss                                     (4,789,675)         (1,441,058)

    Preferred stock dividends                       138,399             132,250
                                             --------------      --------------

    Net loss attributable to
        common stock                         $   (4,928,074)     $   (1,573,308)
                                             ==============      ==============


    Loss per share
        Basic                                $        (4.93)     $        (1.57)
        Diluted                              $        (4.93)     $        (1.57)

    Weighted Average Shares
        Basic                                     1,000,000           1,000,000
        Diluted                                   1,000,000           1,000,000
</Table>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       3

<PAGE>



                          WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

<Table>
<Caption>
                                                               For the Three Months Ended
                                                                       March 31,
                                                            ------------------------------
                                                                2002              2001
                                                            ------------      ------------
<S>                                                         <C>               <C>
    Net loss                                                $ (4,789,675)     $ (1,441,058)

    Unrealized gain (loss) on securities held
        for sale                                                 (60,093)           71,884
                                                            ------------      ------------

    Comprehensive loss                                      $ (4,849,768)     $ (1,369,174)
                                                            ============      ============
</Table>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       4

<PAGE>

                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
 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 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 value of warrants attached to
      Series B preferred stock                                                         69,967
  Preferred stock dividends                                                           551,254
                                                                -------------    -------------    -------------    -------------
  Balance at December 31, 2001                                         59,000    $   5,623,213        1,000,000    $      10,000

  Amortization of value of warrants attached to
      Series B preferred stock                                                          17,904
  Preferred stock dividends                                                            138,399
                                                                -------------    -------------    -------------    -------------
  Balance at March 31, 2002                                            59,000    $   5,779,516        1,000,000    $      10,000
                                                                =============    =============    =============    =============

<Caption>

                                                                 Additional                           Other            Total
                                                                   Paid In        Accumulated     Comprehensive    Stockholders'
                                                                   Capital          Deficit           Income           Equity
                                                                -------------    -------------    -------------    -------------
<S>                                                             <C>              <C>              <C>              <C>
  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                                          (551,254)        (551,254)
  Net loss                                                                          (7,905,033)                       (7,905,033)
  Unrealized gain on investments available for sale                                                    (226,593)        (226,593)
  Balance at December 31, 2001                                     12,241,250      (19,209,132)          60,093       (6,897,789)

  Preferred stock dividends                                                           (138,399)                         (138,399)
  Net loss                                                         (4,789,675)      (4,789,675)
  Unrealized gain on investments available for sale                                                     (60,093)         (60,093)
                                                                -------------    -------------    -------------    -------------
  Balance at March 31, 2002                                     $  12,241,250    $ (24,137,206)   $          --    $ (11,885,956)
                                                                =============    =============    =============    =============
</Table>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       5

<PAGE>


                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                                             For the Three Months Ended
                                                                                                     March 31,
                                                                                           ------------------------------
      Cash flows used in operating activities                                                   2002             2001
                                                                                           -------------    -------------
<S>                                                                                        <C>              <C>
        Net Loss                                                                           $  (4,789,675)   $  (1,441,058)
        Adjustments to reconcile net loss
          to net cash provided by operating activities:
          Depreciation and amortization expense                                                2,060,245               --
          Amortization of deferred financing costs                                               414,005          347,022
          Amortization of debt discount                                                           85,960           85,680
          Amortization of preferred stock issuance cost                                           17,904           17,191
        Changes in working capital:
          Accounts receivable                                                                     (1,578)              --
          Inventory                                                                              (36,125)              --
          Prepaid expenses                                                                      (339,495)              --
          Other current assets                                                                   (18,592)              --
          Trade accounts payable                                                               2,212,066               --
          Accounts payable related parties                                                    (2,959,069)              --
          Accrued interest                                                                    (3,156,997)      (2,921,476)
          Other current liabilities                                                              975,152               --
                                                                                           -------------    -------------
            Net cash used in operating activities                                             (5,506,199)      (3,912,641)
                                                                                           -------------    -------------
      Cash flows from investing activities:
        Decrease (increase) in funds held in escrow                                               (2,599)          50,000
        Increase in property and equipment                                                    (1,720,470)      (9,341,337)
        Decrease (increase) in cash - restricted, cost                                         2,678,813           (7,363)
        Decrease (increase) in investments, cost                                               6,420,143       15,652,954
        (Decrease) increase in construction accounts payable                                  (1,027,529)      (2,400,930)
                                                                                           -------------    -------------
            Net cash provided (used) in investment activities 6,348,358                        3,953,324
                                                                                           -------------    -------------
      Cash flows from financing activities:
        Deferred offering costs incurred                                                        (150,000)         (48,412)
        Payment of notes payable                                                                (693,332)              --
                                                                                           -------------    -------------
            Net cash (used) provided by financing activities                                    (843,332)         (48,412)
                                                                                           -------------    -------------
      Net change in cash and cash equivalents                                                     (1,173)          (7,729)
      Cash and cash equivalents, beginning of period                                           9,667,138          229,204
                                                                                           -------------    -------------
      Cash and cash equivalents, end of period                                             $   9,665,965    $     221,475
                                                                                           =============    =============

      Non Cash Items:
      Construction in progress due to retainage                                            $     208,122    $    (786,880)
       Interest paid, net of capitalized interest                                          $   7,455,952    $   4,519,601
</Table>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       6

<PAGE>



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.

                          NOTES TO FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION AND ORGANIZATION

         Windsor Woodmont Black Hawk Resort Corp., a Colorado corporation (the
"Company") 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 the
financing transactions in 2000 described in Note 2, 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 has substantially completed the
Project, and is currently operating the Project, which is managed by Hyatt
Gaming Management, Inc. ("Hyatt Gaming"). 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.

         The financial information at March 31, 2002, and for the three months
ended March 31, 2002 and 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, 2002 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-KSB for the fiscal year ended December 31, 2001.

         Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 presentation which have no effect on
previously reported net income.

2.   NOTES PAYABLE

Notes payable consisted of the following at March 31, 2002 and December 31,
2001:

<Table>
<Caption>
                                                                             March 31,       December 31,
                                                                                2002             2001
                                                                           --------------   --------------
<S>                                                                        <C>              <C>
   13% First Mortgage Notes, net of discount, due March 15, 2005           $   99,025,092   $   98,943,164
   15.5% Second Mortgage Notes, net of discount, due March 15, 2010             9,710,731        9,706,699
   FF&E Note, interest at prime + 6.75% (11.5% at March 31, 2002)              20,106,668       20,800,000
   Black Hawk Business Improvement Bonds, $975,000 at 6% interest,
       due December 1, 2005 + $2,025,000 at 6.75% interest,
       due December 1, 2011                                                     3,000,000        3,000,000
                                                                           --------------   --------------
                                                                           $  131,842,491   $  132,449,863
    Less current maturities                                                     4,895,873        4,029,205
                                                                           --------------   --------------
    Long-term debt                                                         $  126,946,618   $  128,420,658
                                                                           ==============   ==============
</Table>

On March 14, 2000 the Company issued first mortgage notes with a face amount of
$100 million, and with a $1.64 million discount related to the assignment of
value to the warrants attached thereto. Simultaneously, the Company issued
second mortgage notes with a face amount of $7.5 million, and with a $0.16
million discount related to the assignment of value to the warrants attached
thereto. The terms of the second mortgage notes stipulated that prior to Project
opening, interest would be accrued and would be added to principal upon the
opening of the Project.



                                       7
<PAGE>



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.

                          NOTES TO FINANCIAL STATEMENTS

Accordingly, $2,340,233 in accrued interest at December 20, 2001 (the Project
opening date) was added to the second mortgage note principal balance.

         The Company made a timely interest payment to Hyatt Gaming Management,
Inc. under the subordinated loan documents on March 18, 2002. The Company and
Hyatt Gaming Management, Inc. are involved in discussions whereby this interest
payment may be re-characterized as a payment of a portion of the pre-opening
expense payable to Hyatt Gaming Management, Inc. In the event this payment is
recharacterized, the Company anticipates that Hyatt Gaming Management, Inc. will
extend the due date of the interest payment.

         On October 2, 2001, the Company entered into a loan agreement with
Wells Fargo Bank, as the administrative and collateral agent for the Lenders, to
provide a $20,800,000 credit facility to acquire furniture, fixtures and
equipment for the Project.

         In December 2001, the Company obtained proceeds from a special
improvement district bonds issued by the Black Hawk Business Improvement
District. The bonds are in the form of a $975,000 issue bearing 6% interest and
due December 1, 2005 and a $2,025,000 issue bearing 6.75% interest and due
December 1, 2011. These bonds are the obligations of the Black Hawk Business
Improvement District, and are payable from property tax assessments levied on
the Project. The Black Hawk Business Improvement District has notified the
Company that it will assess the Project twenty semi-annual payments of $211,083,
which was arrived at by amortizing the $3,000,000 at 7% over twenty semi-annual
equal payments. The difference in the interest rate used for the assessment and
the interest rate on the bonds is designed to cover estimated administrative
costs of the Black Hawk Business Improvement District related to this bond
issue. The Company has accounted for the proceeds from this bond offering in
accordance with the provisions of EITF (Emerging Issues Task Force) Issue 91-10:
Accounting for Special Assessments and Tax Increment Financing Entities, and has
recorded an obligation for the total tax assessment. The Company has capitalized
the cost of the improvements involved.

         Substantially all of the Company's assets are pledged as collateral for
long-term debt. Among other things, the terms of our various loan agreements
require our insurance be placed with carriers with an A. M. Best & Company
rating of A or higher. Our property and liability coverages were negotiated with
TIG Insurance Company, an A rated carrier prior to opening; however, a few days
before the coverage was bound, TIG Insurance Company's A. M. Best rating was
downgraded from A to B++. Due to the timing of the downgrade, coverage was bound
with TIG, but we immediately began to replace the coverage with A rated
carriers. As of March 22, 2002, the Company was in compliance with all debt
covenants.

3. 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 Company received the required gaming licenses on
September 20, 2001. Additionally, upon receipt of a gaming license, such
licensing and qualifications will be reviewed periodically by the gaming
authorities in Colorado and there are no guarantees such licenses will be
renewed.

Management Agreement

         On February 2, 2000, the Company entered into a management agreement
which was amended on March 14, 2000 (the "Management Agreement") with Hyatt
Gaming, which, in exchange for a fee, will manage the casino operations. The
management fee will be equal to a basic fee of 3% of the adjusted gross receipts
and an incentive fee equal to 5% of the earnings before interest, taxes,
depreciation and amortization for the appropriate fiscal year. The incentive fee
shall be paid only to the extent earnings before interest, taxes, depreciation
and amortization is positive



                                       8
<PAGE>



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.

                          NOTES TO FINANCIAL STATEMENTS

and will be subordinated in payment to the notes issued in the Private
Placement. The Management Agreement can be terminated by either party upon
delivery of written notice if certain events transpire.

Subdivision Agreement

         The LLC entered into a subdivision agreement with the City of Black
Hawk, which has been assigned to the Company whereby the Company was required to
dedicate an additional right-of-way for Richman Street, and to make certain
improvements to Richman Street and to the portion of Highway 119 that abuts the
Project's property. The improvements have been completed, and the Company has
conveyed title to the improvements to the City of Black Hawk, free and clear of
all liens or encumbrances, including those under the indenture governing the
first mortgage notes. These conditions were met by the Company prior to the
opening of the Project's operations on December 20, 2001.

Success Fee

         The Company has agreed to pay Daniel P. Robinowitz, the Company's
former Chairman of the Board, President and Chief Executive Officer of the
Company, a "success fee" of up to $800,000. The success fee will be earned when
construction of the Project is complete and the casino is open, and will only be
paid if funds, as defined, are available. While the Project opened on December
20, 2001, final completion of construction has not occurred, and the
availability of funds for this success fee is not assured. Accordingly, no costs
have been accrued under this agreement as of March 31, 2002.

Construction Agreement

         The LLC entered into a construction agreement with PCL Construction
Services, Inc. ("PCL"), which has been assigned to the Company whereby PCL will
build the Project. Subject to certain conditions, PCL has guaranteed that the
cost of the Project will not exceed $44.41 million. Costs in the amount of
approximately $44.40 million have been incurred under this construction
agreement as of March 31, 2002.

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. Except as otherwise indicated below,
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. For
further information concerning legal proceedings, please see Part II, Item 1.
Legal Proceedings.

Environmental Issues

         The Project is 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
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. Subsequent to these initial concerns the Company placed an impervious cap
over mine tailings in Silver Creek and continues to perform surface water
monitoring.



                                       9
<PAGE>



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.

                          NOTES TO FINANCIAL STATEMENTS


The Project site could be among properties suspected of being a source of
contamination. If investigation or remediation of the Project site were
required, the Company could incur substantial expense.



                                       10

<PAGE>



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

FORWARD-LOOKING STATEMENTS

         Statements made in this Form 10-Q that are not historical or current
facts are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
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
assumptions that competitive and market conditions affecting our 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 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.

         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, 2001.

RESULTS OF OPERATIONS

         Prior to the opening of the casino on December 20, 2001 we were in the
development stage. 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 competetive
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, including those relating to the notes, we cannot assure
you that we will achieve these results.

         As operations commenced on December 20, 2001, the Company does not have
historical operating results for comparable purposes other than interest expense
on its outstanding indebtedness, net of interest capitalized, and interest
income on its invested cash balances. Management had planned a "soft" opening
for the casino. The properties grand opening multi-media advertising and
marketing campaign was launched on January 29, 2002.

Three Months Ended March 31, 2002

         Total revenue for the quarter ended March 31, 2002 was $17,683,336,
$16,940,655 net of promotional allowances. This included $15,831,611 in casino
revenue, $1,656,898 in food and beverage revenue, and $194,827 of other revenue.



                                       11
<PAGE>

         Casino operating expenses for the quarter ended March 31, 2002 totaled
$9,311,949, including $3,383,967 in state and local gaming taxes and device
fees. The operating expenses consist principally of salaries, wages and
benefits, marketing costs, and other operating expenses of the casino.


         Food and beverage expenses for the quarter ended March 31, 2002 totaled
$1,730,111, including $983,925 in 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, 2002 totaled
$482,933 and consists of salaries, wages and benefits, contract entertainment
expense, and other operating expenses.


         General and administrative expenses for the quarter ended March 31,
2002 totaled $2,847,667 and consists of salaries, wages and benefits, utilities,
insurance, property taxes, maintenance and repairs, cleaning supplies, and other
operating expenses.

         Depreciation and amortization expense for the quarter ended March 31,
2002 totaled $2,060,245. These expenses relate to property and equipment placed
in service at commencement of operations.

         Interest expense for the quarter ended March 31, 2002 totaled
$4,818,593, including $414,005 in amortization of debt issuance costs. As
operations commenced on December 20, 2001, interest capitalization ceased, and
therefore there was no interest capitalized during the quarter ended March 31,
2002.

Three Months Ended March 31, 2001

         The Company did 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 were not capitalized to our casino project. We
capitalized salaries which, in management's opinion, are directly attributable
to the development of our casino.

         Start up costs are expensed as incurred. The start up costs for the
quarter ended March 31, 2001 were 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.

LIQUIDITY AND CAPITAL RESOURCES

         During the year ended December 31, 2001, we completed a $20.8 million
financing to purchase furniture, fixtures and equipment for our casino, and we
completed a $3.0 million financing from the issuance of special improvement
district bonds by the Black Hawk Business Improvement District.

         During the year ended December 31, 2000, we completed debt financing
totaling $107.5 million, a series B preferred stock offering totaling $3.0
million and a common stock offering totaling $4.0 million, net of commissions
paid. We also converted $7.4 million face amount of notes payable to common
stock, and had $1.65 million in accrued interest forgiven. In addition, we
reduced accounts payable and accrued expenses a total of $3.7 million utilizing
$2.9 million in series A preferred stock and $0.8 million of common stock issued
to Windsor Woodmont, LLC.

         The Company made a timely interest payment to Hyatt Gaming Management,
Inc. under the subordinated loan documents on March 18, 2002. The Company and
Hyatt Gaming Management, Inc. are involved in discussions whereby this interest
payment may be re-characterized as a payment of a portion of the pre-opening
expense payable to Hyatt Gaming Management, Inc. In the event this payment is
recharacterized, the Company anticipates that Hyatt Gaming Management, Inc. will
extend the due date of the interest payment.



                                       12

<PAGE>
         We estimate that cash flow from operations and remaining proceeds from
the financing will be sufficient to sustain our operations for an indefinite
period of time. We are also entitled under the indenture to issue up to $30.0
million of additional notes solely for the purpose of financing the construction
of a hotel, parking structure and related facilities. Other than as stated
above, we had no other sources of liquidity prior to commencing operations. We
expect to fund our operating and capital needs from operating cash flows, since
our casino is now open. We estimate that we will spend approximately $2,000,000
to complete the project during the fiscal year ended December 31, 2002. We
expect to fund these expenditures from our existing cash reserves and cash flow
from operations.


         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.



                                       13

<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 the Company has 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.

         On July 6, 2001, Paul, Hastings, Janofsky & Walker ("Paul Hastings"), a
Los Angeles and New York Based law firm, which acted as issuers counsel for the
Company in securing the $107,500,000 financing for the Company's casino project,
filed suit in Los Angeles County Court seeking damages of approximately $470,000
in legal fees and costs in connection with securing the financing. Paul Hastings
claims it is owed this amount for legal services rendered, approximately
one-half of which is an alleged bonus Paul Hastings claims is due as a result of
the closing of the financing. The Company paid Paul Hastings a total of $800,000
in legal fees and costs. Paul Hastings originally agreed that legal fees would
be in the amount of $500,000. The Company believes that it overpaid Paul
Hastings. The Company has filed counterclaims asserting breach of contract,
misrepresentation, and legal malpractice against Paul Hastings. The case has
been set for trial in early October, 2002 and mediation was conducted on April
1, 2002. As a result of the mediation, the Company believes that a settlement
has been achieved under which the Company will pay Paul Hastings an additional
$150,000 ($50,000 on May 31, 2002 and $100,000 on December 20, 2002).

         On August 1, 2001, First Place LLC ("First Place") filed a lawsuit in
the Gilpin County District Court against the Company asserting that it had an
ownership interest in approximately 5,000 square feet of property upon which our
casino is built and operating. First Place is seeking a declaratory judgment
adjudicating the respective interests of it and the Company in this strip of
property. The Company has referred the issue to its title insurance company,
First American Title, which is defending and has agreed to indemnify the
Company. The Company has a $33,500,000 owners title insurance policy with First
American Title. The case is set for trial on June 18, 2002. Although the outcome
of this litigation cannot be predicted, management does not believe that an
adverse result would have a material adverse effect on our financial condition,
liquidity or results of operations.

         On October 22, 2001, GF Gaming ("GF"), a gaming company operating a
casino in Central City, Colorado filed an appeal with the Colorado Gaming
Commission challenging the issuance of licenses to the Company and Hyatt Gaming
on the grounds that the Colorado Gaming Commission failed to consider whether
the casino facility met the historic architecture intent of the Colorado gaming
laws. In December, 2001, the Colorado Gaming Commission dismissed the appeal
based upon lack of standing and lack of jurisdiction. In February 2002, GF filed
a notice of appeal to continue its challenge in the Colorado Court of Appeals.
The Company intends to vigorously defend this appeal and believes that the
appeal is defective on jurisdictional grounds, and believes that if the appeal
proceeds, the Court of Appeals will uphold the Colorado Gaming Commission's
ruling. An adverse decision would have a material adverse effect on our
financial condition, liquidity and results of operations.

         PCL Construction Services, Inc. ("PCL") 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 it is questionable whether
"Substantial Completion," as defined by the construction contract, has occurred
as of March 27, 2002. PCL has submitted a pay application to the Company seeking
payment of what PCL believes to be a majority of the balance due on the contract
- approximately $1,240,000 in the form of cost to complete and approximately
$3,600,000 in retainage as of December 31, 2001. In addition to these amounts,
the Company and PCL have disagreed over the scope and proper amount of certain
additional change notices and change orders. The precise amount in dispute over
change notices and change orders has not yet been quantified by the parties. On
February 15, 2002, the Company wrote PCL a letter advising PCL that PCL's pay
applications would not be processed until such time as PCL had completed the
project, including all required punch list items, until there had been final
resolution of any further issues relative to change orders and change notices,
and until PCL and the Company had reached an agreement relative to the amount of
the Company's setoffs and claims for project mismanagement and completion delay
by PCL. PCL and eleven of PCL's subcontractors have sent the Company notice of
intent to file liens. We expect that other subcontractors will give notice of
their intent to file liens. The Company's attorneys and PCL's attorneys have
exchanged correspondence which results in the conclusion that, at this point, it
appears possible the Company may be involved in legal action with PCL,



                                       14

<PAGE>

PCL's subcontractors, and PCL's surety relative to the remaining amounts to be
paid to PCL, punch lists and project completion issues, and setoffs and
counterclaims which the Company has against PCL. Although the outcome of any
litigation or dispute cannot be predicted at this time, management does not
believe that an adverse result would have a material adverse effect on our
financial condition, liquidity or results of operations.

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

         On April 10, 2002, the annual meeting of shareholders of the Company
was held at the Black Hawk Casino by Hyatt. At the annual meeting the
shareholders were submitted three proposals by the Company. The election of the
following six (6) persons to serve as directors of the Company until the next
annual meeting of shareholders and thereafter until their successors shall have
been elected and qualified: Irving C. Deal; Timothy G. Rose; Donald J. Malouf;
Jerry L. Dauderman; Jess Ravich; and Garry Saunders; The approval and
ratification of the Company's 2002 Stock Incentive Plan, which authorized the
granting of stock options of up to 45,000 shares of the Company's common stock
in the form of stock awards, stock appreciation rights, phantom stock or
performance awards that may be granted under the 2002 Stock Incentive Plan at
various times; and the ratification of the selection of Arthur Andersen LLP as
the independent public accountants of the Company for the fiscal year ending
December 31, 2002. Each outstanding share was entitled to one vote in each
proposal.

         The shareholders of the Company voted for the election of Mr. Irving C.
Deal, Timothy G. Rose, Donald J. Malouf, Jerry L. Dauderman, Jess Ravich and
Garry Saunders to serve on the Board of Directors for the 2002 fiscal year, with
the following breakdown of votes:

<Table>
<Caption>
                  Name                                     For                   Against          Abstain
                  ----                                     ---                   -------          -------
<S>                                                       <C>                    <C>              <C>
                  Irving C. Deal                          737,956                   0                0
                  Timothy G. Rose                         737,956                   0                0
                  Donald J. Malouf                        737,956                   0                0
                  Jerry L. Dauderman                      737,956                   0                0
                  Jess Ravich                             737,956                   0                0
                  Garry Saunders                          737,956                   0                0
</Table>

         The shareholders of the Company voted 737,956 shares for the adoption
of the 2002 Stock Incentive Plan, with no votes against the proposal or
abstaining. The shareholders of the Company voted 735,356 shares for the
ratification of Arthur Andersen, LLP as the independent public accountants for
the year ended December 31, 2002, with 1,600 shares voting against the proposal
and no shares abstaining.

Item 5. Other Information

         Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

         There are no exhibits for the three months ended March 31, 2002.



                                       15

<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 15, 2002

                         WINDSOR WOODMONT BLACK HAWK RESORT CORP.



                         /s/ Timothy G. Rose
                         ------------------------------------------------------
                         Timothy G. Rose, President and Chief Executive Officer



                                       16