<PAGE>
================================================================================

                                  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 September 30, 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

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

         As of November 13, 2001, the number of outstanding shares of the
Registrant's Common Stock was 1,000,000.

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



<PAGE>



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

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

         Item 1.  Financial Statements
                  Consolidated Balance Sheets, September 30, 2001 (unaudited) and December 31, 2000             2
                  Consolidated Statements of Operations for the three months and
                      nine months ended September 30, 2001 and 2000 and for the
                      period from July 17, 1997 (date of inception) through
                      September 30, 2001 (unaudited)                                                            3
                  Consolidated Statement of Comprehensive Loss for the three
                      months and nine months Ended September 30, 2001 and 2000
                      and for the period from July 17, 1997 (date of inception)
                      through September 30, 2001 (unaudited)                                                    4
                  Consolidated Statements of Redeemable Preferred Stock and
                      Stockholders' Equity for the nine months ended September
                      30, 2001 and for the period from July 17, 1997 (date of
                      inception) through September 30, 2001 (unaudited)                                         5
                  Consolidated Statements of Cash Flows for the nine months
                      ended September 30, 2001 and 2000 and for the period from
                      July 17, 1997 (date of inception) through September 30,
                      2001 (unaudited)                                                                          6
                  Notes to Consolidated Financial Statements                                               7 - 11

         Item 2.  Management's Discussion and Analysis of Financial Condition
                      and Results of Operations                                                           12 - 13


Part II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                            14

         Item 2.  Changes in Securities and Use of Proceeds                                                    14

         Item 3.  Defaults Upon Senior Securities                                                              14

         Item 4.  Submission of Matters to a Vote of Security Holders                                          14

         Item 5.  Other Information                                                                       14 - 15

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



                                       1
<PAGE>



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

<Table>
<Caption>
                                                                                September 30, 2001       December 31, 2000
                                                                                ------------------      ------------------
<S>                                                                             <C>                     <C>
ASSETS
CURRENT ASSETS:
Cash                                                                            $          120,368      $          229,204
Cash and cash equivalents, restricted                                                   11,421,450              30,122,220
Short-term investments, restricted                                                       6,437,217              33,706,894
Prepaid Expenses                                                                            15,045                       0
                                                                                ------------------      ------------------
Total current assets                                                                    17,994,080              64,058,318

LAND AND CONSTRUCTION IN PROGRESS
Land and site work                                                                      17,915,989              18,130,841
Construction in progress                                                                83,480,204              35,895,741
                                                                                ------------------      ------------------
Total land and construction in progress                                                101,396,193              54,026,582

OTHER ASSETS:
Investments, restricted                                                                          0               2,708,333
Funds held in escrow and security deposits                                                   5,700                  50,000
Deferred financing costs, net of accumulated amortization
    of $2,074,884 and $1,043,710, respectively                                           5,300,918               5,881,114
                                                                                ------------------      ------------------

TOTAL ASSETS                                                                    $      124,696,891      $      126,724,347
                                                                                ==================      ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Construction accounts payable and accrued expenses                              $        9,369,371      $        5,633,548
Accrued interest                                                                         2,555,660               4,769,712
                                                                                ------------------      ------------------
Total current liabilities                                                               11,925,031              10,403,260

NON CURRENT LIABILITIES
Notes Payable                                                                          106,222,605             105,965,404
Warrants issued on common stock                                                          3,568,600               3,568,600
                                                                                ------------------      ------------------
Total non current liabilities                                                          109,791,205             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                 1,736,477               1,684,670
Accrued dividends on preferred stock                                                       829,904                 417,322
                                                                                ------------------      ------------------
Total redeemable preferred stock                                                         5,466,381               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                                       (14,894,333)            (10,752,845)
Other comprehensive income                                                                 157,357                 286,686
                                                                                ------------------      ------------------
Total stockholders' equity                                                              (2,485,726)              1,785,091
                                                                                ------------------      ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $      124,696,891      $      126,724,347
                                                                                ==================      ==================
</Table>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       2
<PAGE>



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

<Table>
<Caption>
                                                                                                          For the period from
                                            For the Three Months Ended      For the Nine Months Ended        July 17, 1997
                                                  September 30,                   September 30,           (Date of Inception)
                                           ----------------------------    ----------------------------         Through
                                               2001             2000              2001             2000    September 30, 2001
                                           ------------    ------------    ------------    ------------    ------------------
<S>                                        <C>             <C>             <C>             <C>             <C>
    REVENUE:
    Interest income                        $    390,900    $  1,809,117    $  1,785,626    $  2,795,144    $        5,595,930
                                           ------------    ------------    ------------    ------------    ------------------

    Total revenue                               390,900       1,809,117       1,785,626       2,795,144             5,595,930

    EXPENSES:
    General and administrative                        0              57               0             171               958,345
    Start up costs                              607,738          63,261         938,081         297,208             1,255,227
    Interest expense                            977,812       2,785,190       4,576,451       6,332,935            14,261,206
    Change in valuation of warrants                   0               0               0               0                12,536
    Write off previously capitalized
      costs                                                                                                         3,027,589
                                           ------------    ------------    ------------    ------------    ------------------

    Total expenses                            1,585,550       2,848,508       5,514,532       6,630,314            19,514,903
                                           ------------    ------------    ------------    ------------    ------------------

    Net loss                                 (1,194,650)     (1,039,391)     (3,728,906)     (3,835,170)          (13,918,973)

    Preferred stock dividends                   148,082         131,445         412,582         285,072               829,904
                                           ------------    ------------    ------------    ------------    ------------------

    Net loss attributable to
        common stock                       $ (1,342,732)   $ (1,170,836)   $ (4,141,488)   $ (4,120,242)   $      (14,748,877)
                                           ============    ============    ============    ============    ==================
    Loss per share
        Basic                              $      (1.34)   $      (1.17)   $      (4.14)   $      (6.86)
        Diluted                            $      (1.34)   $      (1.17)   $      (4.14)   $      (6.86)

    Weighted Average Shares
        Basic                                 1,000,000       1,000,000       1,000,000         600,400
        Diluted                               1,000,000       1,000,000       1,000,000         600,400
</Table>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                       3
<PAGE>



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

<Table>
<Caption>
                                                                                                          For the period from
                                            For the Three Months Ended       For the Nine Months Ended       July 17, 1997
                                                   September 30,                   September 30,          (Date of Inception)
                                           ----------------------------    ----------------------------         Through
                                               2001            2000            2001            2000        September 30, 2001
                                           ------------    ------------    ------------    ------------    ------------------
<S>                                        <C>             <C>             <C>             <C>             <C>
Net loss                                   $ (1,194,650)   $ (1,039,391)   $ (3,728,906)   $ (3,835,170)   $      (13,918,973)

Unrealized gain (loss) on
    securities held for sale                    (92,047)       (387,086)       (129,329)        120,392               157,357
                                           ------------    ------------    ------------    ------------    ------------------

Comprehensive loss                         $ (1,286,697)   $ (1,426,477)   $ (3,858,235)   $ (3,714,778)   $      (13,761,616)
                                           ============    ============    ============    ============    ==================
</Table>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                                       4
<PAGE>



                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
 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 value of warrants attached to
    Series B preferred stock                                                    51,807
Preferred stock dividends                                                      412,582
                                                          ------------    ------------   ------------   ------------
Balance at September 30, 2001                                   59,000    $  5,466,381      1,000,000   $     10,000
                                                          ============    ============   ============   ============

<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                                                     (412,582)                       (412,582)
Net loss                                                                    (3,728,906)                     (3,728,906)
Unrealized gain on investments available for
    sale                                                                                      (129,329)       (129,329)
                                                          ------------    ------------    ------------    ------------
Balance at September 30, 2001                             $ 12,241,250    $(14,894,333)   $    157,357    $ (2,485,726)
                                                          ============    ============    ============    ============
</Table>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                       5
<PAGE>



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

<Table>
<Caption>
                                                                                                      For the period from
                                                                                                        July 17, 1997
                                                           For the Nine Months Ended September 30,    (Date of Inception)
                                                           ---------------------------------------          Through
                                                               2001                  2000              September 30, 2001
                                                           -------------         -------------         ------------------
<S>                                                        <C>                   <C>                   <C>
  Cash flows used in operating activities
    Net Loss                                               $  (3,728,906)        $  (3,835,170)        $      (13,918,973)
    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                 1,031,174               707,326                  3,359,111
      Amortization of debt discount                              257,201                                          257,201
      Amortization of preferred stock issuance cost               51,807                                           51,807
      Change in valuation of warrants                                                                              12,536
    Changes in working capital:
      Prepaid expenses                                           (15,045)                                         (15,045)
      Accounts payable, accrued expenses
        and accrued interest                                  (2,214,052)           (1,494,362)                 4,333,413
                                                           -------------         -------------         ------------------
        Net cash used in operating activities                 (4,617,821)           (4,622,206)                (2,892,361)
                                                           -------------         -------------         ------------------
  Cash flows from investing activities:
    Decrease in funds held in escrow                              44,300             1,211,170                     (5,700)
    Increase in land and construction in progress            (45,616,591)          (13,460,405)              (102,223,943)
    Decrease (increase) in cash - restricted, cost            18,700,770           (38,931,105)               (11,421,450)
    Decrease (increase) in investments, cost                  29,848,681           (36,919,905)                (6,279,860)
    (Decrease) increase in construction accounts
      payable                                                  1,982,803            (6,544,498)                12,723,539
                                                           -------------         -------------         ------------------
        Net cash provided (used) in investment
  activities                                                   4,959,963           (94,644,743)              (107,207,414)
                                                           -------------         -------------         ------------------
  Cash flows from financing activities:
    Deferred offering costs incurred                            (450,978)           (6,192,663)                (8,277,029)
    Proceeds from notes payable                                                    105,879,772                124,565,759
    Payment of notes payable                                                        (9,339,506)               (14,937,571)
    Proceeds from preferred stock - Series B                                         1,667,652                  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 (used) provided by financing
  activities                                                    (450,978)           99,198,569                110,220,143
                                                           -------------         -------------         ------------------
  Net change in cash and cash equivalents                       (108,836)              (68,380)                   120,368
  Cash and cash equivalents, beginning of period                 229,204               147,091
                                                           -------------         -------------         ------------------
  Cash and cash equivalents, end of period                 $     120,368         $      78,711         $          120,368
                                                           =============         =============         ==================

  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                $  (1,753,020)                              $       (3,395,080)
  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)

  Supplemental Cash Flow Information:
  Interest Paid                                            $  13,000,000         $   9,630,208         $       23,994,443
</Table>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                       6
<PAGE>



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

                   NOTES TO 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 Notes 2 and 3 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 on
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. The Company will complete the development of the Project, and
upon completion, will operate the Project, which 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 September 30, 2001, and for the three and
nine months ended September 30, 2001 and 2000 and for the period from July 17,
1997 (date of inception) through September 30, 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 and nine months ended September 30, 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.

CASH AND CASH EQUIVALENTS, RESTRICTED

         The Company considers all highly liquid investments with a maturity at
the time of purchase of six months or less to be cash equivalents. Amounts are
held in several trust accounts by Wells Fargo Bank (as cash disbursement agent)
and are restricted in use to the development of the Black Hawk Casino by Hyatt
in Black Hawk, Colorado or for the 13% First Mortgage Notes interest payments.

SHORT-TERM INVESTMENTS, RESTRICTED

         The Company accounts for investment securities in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." SFAS No. 115 addresses the
accounting and reporting requirements in equity securities that have readily
determinable fair values and for all investments in debt securities, and
requires such securities to be classified as either held to maturity, trading,
or available for sale.



                                       7
<PAGE>



         Management determines the appropriate classification of its investment
securities at the time of purchase and reevaluates such determination at each
balance sheet date. At September 30, 2001, the short-term investments consisted
of publicly traded corporate debt securities with a maturity date of 12 months
or less, and were classified as investments available for sale. As investments
available for sale, they are carried a market value, with unrealized holding
gain or loss reported as a separate component of stockholders' equity.

         Amounts are held in several trust accounts by Wells Fargo Bank (as cash
disbursement agent) and are restricted in use to the development of the Black
Hawk Casino by Hyatt in Black Hawk, Colorado or for the 13% First Mortgage Notes
interest payments.

DEBT DISCOUNT AND ISSUANCE COSTS

         Debt discount and issuance costs are capitalized and amortized using
the effective interest rate method over the term of the related debt.

START UP COSTS

         Start up costs are expensed as incurred.

LOSS PER SHARE

         Basic loss per share is computed by dividing net loss applicable to
common stock by the weighted average common shares outstanding during the
period. Diluted loss per share is based on the weighted average number of common
shares outstanding during the respective periods, plus the common equivalent
shares, if dilutive, that would result from the exercise of stock options or
warrants.

WARRANTS ISSUED ON COMMON STOCK

         Warrants issued in connection with the Company's various financing
transactions (see Note 2), contain a "put option" permitting the warrant holder
to redeem the warrant for cash. The value of the warrants were provided by the
Company's Placement Agent, U.S. Bancorp Libra. The warrants issued with the
first mortgage notes and second mortgage notes were valued at $1.64 million and
$160,000, respectively. The warrants issued with the Series B preferred stock
have been valued at $1.37 million. The value of warrants issued to the Placement
Agent was $383,000. Due to the cash based put option features of the warrants,
the total warrant value of $3.57 million has been recorded as a liability in the
accompanying consolidated balance sheet and recorded at fair value each
reporting period.

USE OF ESTIMATES

         The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities, and related revenue and
expenses. Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment on Disposal of Long-Lived Assets", effective January 1, 2002. SFAS
No. 144 supercedes SFAS No. 121 and portions of other accounting statements. The
provisions applicable to the Company are substantially the same as those applied
under SFAS No. 121 and the Company, therefore, does not believe that the
adoption of SFAS No. 144 will have a material impact on its results of
operations or financial position. The Company is, however, required to complete
the initial assessment of impairment by 2002.

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



                                       8
<PAGE>



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 (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 were used
to fund the development of the project and 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.
         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 $1.5 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;



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<PAGE>



         o Resort Corp. 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 entitled the warrant holders to purchase, at
         $0.01 per share, common stock of Resort Corp. that represented, in the
         aggregate, 1.977% of the fully diluted common stock of Resort Corp.
         These warrants have the same rights as the warrants issued in the
         Private Placement;

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

3. INCOME TAXES

         The Resort Corp. accounts for Income Taxes according to Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"). SFAS 109 requires the recognition of deferred tax assets, net of
applicable reserves, related to net operating loss carry-forwards and certain
temporary differences. The standard requires recognition of a future tax benefit
to the extent that the realization of such benefits is more likely than not.
Otherwise, a valuation allowance is applied. At September 30, 2001, Resort Corp.
believes that it is not more likely than not that any of its deferred tax assets
are realizable because of the absence of accurate future projected taxable
income. Accordingly, all deferred tax assets are fully reserved as of September
30, 2001.

4. COMMITMENTS AND CONTINGENCIES

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 Management, Inc., 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 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.

SUCCESS FEE

         The Company has agreed to pay Daniel P. Robinowitz, our former Chairman
of the Board, President and Chief Executive Officer 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. No costs have been accrued under this agreement as of September 30,
2001.

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 Company.

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.



                                       10
<PAGE>



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.

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. This is not a maximum price
contract.

LEGAL PROCEEDINGS

         Due to the LLC's delay in satisfying its outstanding debt obligations,
liens were placed on substantially all of the LLC's assets. The Company used a
portion of the proceeds from the Private Placement to satisfy all such
outstanding obligations.



                                       11
<PAGE>



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 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 have been 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 September 30, 2001 and Nine months Ended September 30, 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 September 30, 2001 and
the nine months ended September 30, 2001 compared to the quarter ended September
30, 2000 and the nine months ended September 30, 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 September 30, 2001 and the nine months ended September 30,
2001 compared to the quarter ended September 30, 2000 and the nine months ended
September 30, 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. and costs incurred in connection with the obtaining of
required gaming and liquor licenses.

         Interest charges for the three months ended September 30, 2001 totaled
$4,057,912, including $342,249 in amortization of debt issuance costs. Of this
total, $3,080,100 was capitalized and $977,812 was expensed. Interest charges
for the three months ended September 30, 2000 totaled $3,954,061, including
$333,724 in amortization of debt issuance costs. Of this total, $1,168,871 was
capitalized and $2,785,190 was expensed. Interest charges for the three months
ended September 30, 2001 compared to the three months ended September 30, 2000
increased as a result of the compounding of accrued interest on the $7.5 million
second mortgage notes.

         Interest charges for the nine months ended September 30, 2001 totaled
$12,126,130, including $1,031,174 in amortization of debt issuance costs. Of
this total, $7,549,679 was capitalized and $4,576,451 was expensed. Interest
charges for the nine months ended September 30, 2000 totaled $8,559,828,
including $707,326 in amortization of debt issuance costs. Of this total,
$2,226,893 was capitalized and $6,332,935 was expensed. Interest charges for the
nine months ended September 30, 2001 compared to the nine months ended September
30, 2000 increased as a result of the issuance of the $100 million first
mortgage notes and the $7.5 million second mortgage notes in March 2000.



                                       12
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         On March 14, 2000 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.

         On August 3, 2001 we received a commitment to enter into a financing
agreement in the amount of approximately $20.8 million to purchase furniture,
fixtures and equipment for our casino. This loan was closed in early October,
2001. On July 12, 2001 $3.0 million of special improvement district bonds were
issued by the City of Black Hawk for use in the development of municipal
improvements related to our project. These funds will be available to the
Company upon completion of construction of the public improvements and
acceptance thereof by the City of Black Hawk.

         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.

         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.

         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.

         The First Article of Amendment to the First Amended and Restarted
Articles of Incorporation of Windsor Woodmont Black Hawk Resort Corp. was
approved by the unanimous consent of the Common Stockholders effective August 1,
2001. This amendment modified the NINTH Article of the First Amended and
Restated Articles of Incorporation, subsection (b) to change the date of a
finding of director and officer suitability by the Colorado Limited Gaming
Control Commission from August 14, 2001 to September 20, 2001.

Item 5. Other Information.

         A. Gaming License

                  On September 20, 2001, the Colorado Limited Gaming Control
                  commission conducted a hearing on the applications for gaming
                  licensure for the Black Hawk Casino by Hyatt project filed by
                  Windsor Woodmont Black Hawk Resort Corp. and Hyatt Gaming
                  Management, Inc. The hearing was the culmination of a 15-month
                  investigation regarding licensure for the Project conducted by
                  the Colorado Division of Gaming after applications for
                  licensure were filed in May, 2000. The Colorado Division of
                  Gaming recommended and endorsed issuance of the licenses and
                  the Colorado Limited Gaming Control Commission approved the
                  issuance of an operating license and a retail license to
                  Windsor Woodmont Black Hawk Resort Corp. and an operator's
                  license to Hyatt Gaming Management, Inc. on September 20,
                  2001.

                  On October 22, 2001, the City of Central (a separate
                  municipality from the City of Black Hawk, the domicile of the
                  Black Hawk Casino by Hyatt), G. F. Gaming Corp. and Grimes
                  Gaming Corp. (two casino operating entities in Central City)
                  filed a Petition for Hearing with the Colorado Limited Gaming
                  Control Commission requesting a hearing on the grant of these
                  licenses. The City of Central, G. F. Gaming and Grimes Gaming
                  shall be referred to as the "Petitioners." The nature of the
                  relief being requested by the Petitioners in the Petition is
                  unclear, although it appears that the Petitioners may be
                  suggesting that the Colorado Limited Gaming Control Commission
                  should have conducted a review of the architectural style and
                  design of Black Hawk Casino by Hyatt. The Company considers
                  the Petition to be frivolous, and has been advised by the
                  Division of Gaming that the filing of the Petition will not
                  affect the issuance of licenses for the Project. To the extent
                  necessary, the Company will vigorously defend against any
                  relief requested by the Petition. The Company believes that it
                  is very clear that the City of Black Hawk as the local
                  jurisdiction has complete jurisdiction and discretion over the
                  review and approval of all architectural compliance and other
                  land use entitlement issues. The Company has obtained all
                  necessary architectural compliance approvals and other land
                  use entitlement approvals from the City of Black Hawk, and the
                  30-day time frame for challenging or appealing those local
                  approvals has long since past. The Company does not believe
                  that the filing of this Petition or any actions which might be
                  taken in response to the Petition will have any material
                  effect on the Company's operations.

         B. Management Changes

                  On August 20, 2001, Daniel P. Robinowitz resigned from the
                  Board of Directors of Windsor Woodmont Black Hawk Resort Corp.
                  and also resigned his positions as Chairman of the Board,
                  Chief Executive



                                       14
<PAGE>



                  Officer, and President. Timothy G. Rose, then an Executive
                  Vice President of the Company, was elected to the Board of
                  Directors by the remaining Board members and was elected to
                  the positions of President and Chief Executive Officer of the
                  Company. Irving C. Deal, previously Vice Chairman of the Board
                  of Directors, was elected to serve as Chairman of the Board.
                  Mr. Rose was elected to these executive positions and as a
                  member of the Board of Directors based upon his extensive
                  experience in the gaming industry and in recognition of the
                  fact that the construction phase of the Company's operations
                  was to be concluded before the end of 2001 and the Company
                  would be transitioning to an owner and operator of the largest
                  casino project in Colorado.

                  On September 25, 2001, Jerry L. Dauderman, a director of the
                  Company, was elected to serve as Vice Chairman of the Board of
                  Directors.

                  Mr. Robinowitz will maintain his employment relationship with
                  WWRC through December 31, 2001, in order to assist in the
                  successful completion of construction and opening of the
                  project.


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

         1. Articles of Amendment to the First Amended and Restated Articles of
         Incorporation of Windsor Woodmont Black Hawk Resort Corp.



                                   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: November 13, 2001


                                WINDSOR WOODMONT BLACK HAWK RESORT CORP.



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




                                       15