<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended June 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

<PAGE>   2

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

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

         Item 1.  Financial Statements
                  Consolidated Balance Sheets, June 30, 2001 (unaudited) and
                      December 31, 2000                                                 2
                  Consolidated Statements of Operations for the three months and
                      six months ended June 30, 2001 and 2000 and for the period
                      from July 17, 1997 (date of inception) through June 30,
                      2001 (unaudited)                                                  3
                  Consolidated Statement of Comprehensive Loss for the three
                      months and six months Ended June 30, 2001 and 2000 and for
                      the period from July 17, 1997 (date of inception) through
                      June 30, 2001 (unaudited)                                         4
                  Consolidated Statements of Redeemable Preferred Stock and
                      Stockholders' Equity for the six months ended June 30,
                      2001 and for the period from July 17, 1997 (date of
                      inception) through June 30, 2001 (unaudited)                      5
                  Consolidated Statements of Cash Flows for the six months ended
                      June 30, 2001 and 2000 and for the period from July 17,
                      1997 (date of inception) through June 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                                                     15

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


                                       1

<PAGE>   3



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

<Table>
<Caption>
                                                                                   June 30, 2001      December 31, 2000
                                                                                   --------------     -----------------
<S>                                                                                <C>                 <C>
     ASSETS
     CURRENT ASSETS:
     Cash                                                                          $      175,304      $      229,204
     Cash and cash equivalents, restricted                                             26,817,283          30,122,220
     Short-term investments, restricted                                                12,802,142          33,706,894
                                                                                   --------------      --------------
     Total current assets                                                              39,794,729          64,058,318

     LAND AND CONSTRUCTION IN PROGRESS
     Land and site work                                                                17,845,867          18,130,841
     Construction in progress                                                          64,059,773          35,895,741
                                                                                   --------------      --------------
     Total land and construction in progress                                           81,905,640          54,026,582

     OTHER ASSETS:
     Investments, restricted                                                                   --           2,708,333
     Funds held in escrow                                                                      --              50,000
     Deferred financing costs, net of accumulated amortization
         of $1,732,635 and $1,043,710, respectively                                     5,216,362           5,881,114
                                                                                   --------------      --------------

     TOTAL ASSETS                                                                  $  126,916,731      $  126,724,347
                                                                                   ==============      ==============

     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
     Construction accounts payable and accrued expenses                            $    7,518,176      $    5,633,548
     Accrued interest                                                                   5,443,159           4,769,712
                                                                                   --------------      --------------
     Total current liabilities                                                         12,961,335          10,403,260

     NON CURRENT LIABILITIES
     Notes Payable                                                                    106,136,810         105,965,404
     Warrants issued on common stock                                                    3,568,600           3,568,600
                                                                                   --------------      --------------
     Total non current liabilities                                                    109,705,410         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           1,719,110           1,684,670
     Accrued dividends on preferred stock                                                 681,822             417,322
                                                                                   --------------      --------------
     Total redeemable preferred stock                                                   5,300,932           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                                 (13,551,600)        (10,752,845)
     Other comprehensive income                                                           249,404             286,686
                                                                                   --------------      --------------
     Total stockholders' equity                                                        (1,050,946)          1,785,091
                                                                                   --------------      --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $  126,916,731      $  126,724,347
                                                                                   ==============      ==============
</Table>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        2

<PAGE>   4

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


<Table>
<Caption>
                                                                                                  For the period
                                                                                                            from
                                                                                                   July 17, 1997
                                   For the Three Months Ended        For the Six Months Ended           (Date of
                                             June 30,                         June 30,                Inception)
                                   ----------------------------    ----------------------------          Through
                                       2001            2000            2001            2000        June 30, 2001
                                   ------------    ------------    ------------    ------------    -------------
<S>                                <C>             <C>             <C>             <C>             <C>
REVENUE:
Interest income                    $    585,458    $    747,351    $  1,394,726    $    986,027    $  5,205,030
                                   ------------    ------------    ------------    ------------    ------------

Total revenue                           585,458         747,351       1,394,726         986,027       5,205,030

EXPENSES:
General and administrative                   --              57              --             114         958,345
Start up costs                          128,032          68,948         330,342         233,947         647,488
Interest expense                      1,550,622       3,012,732       3,598,639       3,547,746      13,283,394
Change in valuation of warrants              --              --              --              --          12,536
Write off previously capitalized
costs                                        --              --              --              --       3,027,589
                                   ------------    ------------    ------------    ------------    ------------

Total expenses                        1,678,654       3,081,737       3,928,981       3,781,807      17,929,352
                                   ------------    ------------    ------------    ------------    ------------

Net loss                             (1,093,196)     (2,334,386)     (2,534,255)     (2,795,780)    (12,724,322)

Preferred stock dividends               132,250         131,888         264,500         153,627         681,822
                                   ------------    ------------    ------------    ------------    ------------

Net loss attributable to
    common stock                   $ (1,225,446)   $ (2,466,274)   $ (2,798,755)   $ (2,949,407)   $(13,406,144)
                                   ============    ============    ============    ============    ============

Loss per share
    Basic                          ($      1.23)   ($      2.47)   ($      2.80)   ($      4.91)
    Diluted                        ($      1.23)   ($      2.47)   ($      2.80)   ($      4.91)

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>   5

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


<Table>
<Caption>
                                                                                                  For the period
                                                                                                            from
                                                                                                   July 17, 1997
                                    For the Three Months Ended       For the Six Months Ended           (Date of
                                             June 30,                        June 30,                 Inception)
                                   ----------------------------    ----------------------------          Through
                                       2001            2000            2001            2000        June 30, 2001
                                   ------------    ------------    ------------    ------------    -------------
<S>                                <C>             <C>             <C>             <C>             <C>
Net loss                           $ (1,093,196)   $ (2,334,386)   $ (2,534,255)   $ (2,795,780)   $(12,724,322)

Unrealized gain (loss) on
    securities held for sale           (109,167)        589,550         (37,282)        507,478         249,404
                                   ------------    ------------    ------------    ------------    ------------

Comprehensive loss                 $ (1,202,363)   $ (1,744,836)   $ (2,571,537)   $ (2,288,302)   $(12,474,918)
                                   ============    ============    ============    ============    ============
</Table>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        4

<PAGE>   6

                    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                                                  17,250
Preferred stock dividends                                                    264,500
                                                            ------      ------------        ---------       -----------
Balance at June 30, 2001                                    59,000      $  5,283,742        1,000,000       $    10,000
                                                            ======      ============        =========       ===========
</Table>

<Table>
<Caption>
                                                                        Deficit
                                                                      Accumulated
                                                      Additional       During the            Other          Total
                                                        Paid In        Development       Comprehensive   Stockholders'
                                                        Capital           Stage              Income         Equity
                                                     -------------    -------------      -------------   -------------
<S>                                                  <C>              <C>                 <C>            <C>
Balance at July 17, 1997
Initial capital contribution                         $         990                                       $       1,000
Non-cash distribution to members                                      $    (145,456)                          (145,456)
Net loss                                                                   (589,413)                          (589,413)
                                                     -------------    -------------       -----------    -------------
Balance at December 31, 1997                                   990         (734,869)                          (733,869)

Net loss                                                                 (3,569,772)                        (3,569,772)
                                                     -------------    -------------       -----------    -------------
Balance at December 31, 1998                                   990       (4,304,641)                        (4,303,641)

Net loss                                                                   (676,400)                          (676,400)
                                                     -------------    -------------       -----------    -------------
Balance at December 31, 1999                                   990       (4,981,041)                        (4,980,041)

Issuance of common stock                                12,240,260                                           12,250,250
Preferred stock dividends                                                  (417,322)                          (417,322)
Net loss                                                                 (5,354,482)                        (5,354,482)
Unrealized gain on securities 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                                                  (264,500)                          (264,500)
Net loss                                                                 (2,534,255)                        (2,534,255)
Unrealized gain (loss) on securities available
for sale                                                                                     (37,282)          (37,282)
                                                     -------------    -------------       -----------    -------------
Balance at June 30, 2001                             $  12,241,250    $ (13,551,600)      $   249,404    $  (1,050,946)
                                                     =============    =============       ===========    =============
</Table>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        5

<PAGE>   7

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


<Table>
<Caption>
                                                                                                For the period
                                                                                                          from
                                                                                                 July 17, 1997
                                                                                                      (Date of
                                                          For the Six Months Ended June 30,         Inception)
                                                          ---------------------------------            Through
                                                               2001               2000           June 30, 2001
                                                          --------------     --------------     --------------
<S>                                                       <C>                <C>                <C>
  Cash flows used in operating activities
    Net Loss                                              $   (2,534,255)    $   (2,795,780)    $  (12,724,322)
    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                   688,925            373,602          3,016,862
      Amortization of debt discount                              171,406                               171,406
      Amortization of preferred stock issuance cost               34,440                                34,440
      Change in valuation of warrants                                                                   12,536
    Changes in working capital:
      Accounts payable, accrued expenses
      and accrued interest                                       673,447          1,450,458          7,220,912
                                                          --------------     --------------     --------------
        Net cash used in operating activities                   (966,037)          (971,720)           759,423
                                                          --------------     --------------     --------------
  Cash flows from investing activities:
    Decrease in funds held in escrow                              50,000          1,211,170                 --
    Increase in land and construction in progress            (26,473,665)        (6,033,685)       (83,081,017)
    Decrease (increase) in cash - restricted, cost             3,304,937        (49,397,160)       (26,817,283)
    Decrease (increase) in investments, cost                  23,575,803        (37,141,304)       (12,552,738)
    (Decrease) increase in construction accounts
       payable                                                   479,235         (6,813,036)        11,219,971
                                                          --------------     --------------     --------------
        Net cash provided (used) in investment
          activities                                             936,310        (98,174,015)      (111,231,067)
                                                          --------------     --------------     --------------
  Cash flows from financing activities:
    Deferred offering costs incurred                             (24,173)        (5,942,517)        (7,850,224)
    Proceeds from notes payable                                                 105,795,205        124,565,759
    Payment of notes payable                                                     (9,339,506)       (14,937,571)
    Proceeds from preferred stock - Series B                                      1,650,950          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                                             (24,173)        99,347,446        110,646,948
                                                          --------------     --------------     --------------
  Net change in cash and cash equivalents                        (53,900)           201,711            175,304
  Cash and cash equivalents, beginning of period                 229,204            147,091
                                                          --------------     --------------     --------------
  Cash and cash equivalents, end of period                $      175,304     $      348,802     $      175,304
                                                          ==============     ==============     ==============
  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               $   (1,405,393)                       $   (3,047,453)
  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                                           $    6,500,000     $    3,166,319     $   17,494,443
</Table>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        6


<PAGE>   8

                    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 June 30, 2001, and for the three and six
months ended June 30, 2001 and 2000 and for the period from July 17, 1997 (date
of inception) through June 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 six months ended
June 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>   9

         Management determines the appropriate classification of its investment
securities at the time of purchase and reevaluates such determination at each
balance sheet date. At June 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.

2. PRIVATE PLACEMENT

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

                                        8
<PAGE>   10

(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:

         - 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.

         - 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;

         - 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.;

         - 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;

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

         - 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);

         - 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;

         - 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;

                                        9
<PAGE>   11

         - 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 June 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 June 30,
2001.

4. 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 and may be subject to the licensability and
qualifications of the holders of its Series B preferred stock. There is no
guarantee that the Colorado Limited Gaming Control Commission will grant the
Company a gaming license. 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 license 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 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, 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 June 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

                                       10
<PAGE>   12

contamination caused by historical mining activity in Black Hawk. This is a
broad national priorities list site, within which the EPA has identified several
priority areas of contamination from historical mining activities, including
draining mines and mine dumps, for active investigation and/or remediation. To
date, the EPA has not identified the Project site as being within a priority
area nor has it identified contamination on or from the project site to require
remediation.

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

CONSTRUCTION AGREEMENT

         The LLC has entered into a construction agreement, which was assigned
to the Company upon consummation of the Private Placement, with PCL Construction
Services, Inc. ("PCL") whereby PCL will build the Project. Subject to certain
conditions, PCL has guaranteed that the cost of the Project will not exceed
$42.56 million.

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>   13

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 competetive 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 June 30, 2001 and Six Months Ended June 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 June 30, 2001 and the
six months ended June 30, 2001 compared to the quarter ended June 30, 2000 and
the six months ended June 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 June 30, 2001 and the six months ended June 30, 2001
compared to the quarter ended June 30, 2000 and the six months ended June 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.

         Interest charges for the three months ended June 30, 2001 totaled
$4,039,802, including $341,903 in amortization of debt issuance costs. Of this
total, $2,489,180 was capitalized and $1,550,622 was expensed. Interest charges
for the three months ended June 30, 2000 totaled $3,973,926, including $323,782
in amortization of debt issuance costs. Of this total, $961,194 was capitalized
and $3,012,732 was expensed. Interest charges for the three months ended June
30, 2001 compared to the three months ended June 30, 2000 increased as a result
of the compounding of accrued interest on the $7.5 million second mortgage
notes.

         Interest charges for the six months ended June 30, 2001 totaled
$8,068,218, including $688,925 in amortization of debt issuance costs. Of this
total, $4,469,579 was capitalized and $3,598,639 was expensed. Interest charges
for the six months ended June 30, 2000 totaled $4,605,767, including $373,602 in
amortization of debt issuance costs. Of this total, $1,058,021 was capitalized
and $3,547,746 was expensed. Interest charges for the six months ended June 30,
2001 compared to the six months ended June 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>   14

LIQUIDITY AND CAPITAL RESOURCES

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

         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. On July 12, 2001 we obtained $3.0 million
from the issuance of special improvement district bonds 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>   15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         The Company and Windsor Woodmont LLC (its predecessor in ownership of
its casino project) are the plaintiffs in a lawsuit which was filed against
Windsor Woodmont LLC's former corporate securities counsel - Paul, Hastings,
Janofsky & Walker ("Paul Hastings"). The lawsuit is captioned Windsor Woodmont
Black Hawk Resort Corp. v. Paul, Hastings, Janofsky & Walker, Case No. 01CV42,
and was filed in the Colorado District Court in Gilpin County Colorado on May 1,
2001. The plaintiffs allege that: (i) in conjunction with the closing of the
financing for the Company's casino project, the Company paid Paul Hastings a
total of $800,000 in attorneys' fees; (ii) Paul Hastings had represented that
the total fees involved in providing the representation would be between
$400,000 and $500,000, maximum; (iii) Paul Hastings demanded payment of in
excess of $1,000,000 in fees at closing, and in order to close the financing,
the Company was forced to pay $800,000 in fees; and (iv) the Company has claims
against Paul Hastings for wrongful conduct in seeking to withdraw from the
Company's representation while the financing was pending. The Company is seeking
approximately $400,000 in damages for breach of contract, plus other
consequential damages and damages for breaches of the representations made to
the Company by Paul Hastings and the fiduciary owing from Paul Hastings to the
Company. Paul Hastings has not filed a responsive pleading to this action, and
no discovery has occurred. On July 6, 2001, Paul Hastings sued the Company in
the Superior Court for the State of California in Los Angeles County, in an
action captioned Paul, Hastings, Janofsky & Walker LLP v. Woodmont-Deal, L.L.P.,
Woodmont Development Company, Inc., Windsor Woodmont, L.L.C., Daniel P.
Robinowitz, Normandy, Inc., Irving Carlton Deal, Windsor Woodmont Blackhawk
Resort Corp., and Does 1-50, Case No. BC253778. Paul Hastings alleges that in
addition to the fees it has already received it is owed in excess of $400,000 in
fees and expenses for the legal work it completed in connection with the
financing of the Company's casino project. The Company has not filed a
responsive pleading to this action, and no discovery has occurred. The outcome
of the litigation with Paul Hastings is uncertain at this time; however,
management is optimistic that the Company will prevail. If the Company were to
lose its lawsuit and the court were to rule in favor of Paul Hastings for legal
fees of approximately $400,000 plus costs of collection.

         The Company is a defendant in a declaratory judgment action that was
filed on August 2, 2001 by First Place, LLC ("First Place"). The action is
captioned First Place, LLC v. Windsor Woodmont Black Hawk Resort Corp., Case No.
01CV67, and was filed in the Colorado District Court in Gilpin County Colorado.
The Complaint alleges that First Place acquired a property interest in certain
property which was formerly within the right-of-way of Colorado Highway 119 and
that First Place's interest may conflict with the Company's ownership interest
in its casino property. The Complaint does not challenge the Company's title per
se and it is not a quiet title action, but rather is a declaratory judgment
action seeking an interpretation from the Court as to the nature of First
Place's property interest, if any. The Company has title insurance with First
American Title Insurance Company ("FATICO") in the amount of $33,500,000 on its
casino property, and FATICO has acknowledged its obligation to defend and
indemnify the Company for the claims in this litigation. Management also
believes that if First Place is successful in this action then FATICO will be
obligated to pay First Place for its property interest under the terms of the
title insurance policy. Although this lawsuit could have a material and adverse
affect upon the Company's casino project, Management does not believe that it
will because of the title insurance policy, which covers the Company's casino
property.

Item 2.  Changes in Securities and Use of Proceeds.

         Not Applicable

Item 3.  Defaults Upon Senior Securities.

         Not Applicable

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

         Not Applicable

                                       14
<PAGE>   16

Item 5.  Other Information.

         Not Applicable

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

         Not Applicable


                                   SIGNATURES

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

Date: August 14, 2001

                                  WINDSOR WOODMONT BLACK HAWK RESORT CORP.



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


                                       15