<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


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

                  For the quarterly period ended April 1, 2001

                         Commission file number: 0-26518


                         FITZGERALDS GAMING CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                       <C>
                    NEVADA                                             88-0329170
(State or other jurisdiction of incorporation             (IRS Employer Identification Number)
               or organization)
</TABLE>


                     301 FREMONT STREET, LAS VEGAS NV 89101
               (Address of principal executive offices) (Zip Code)

                                (702) 388 - 2400
              (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 than the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  YES [X]  NO [ ]

Shares outstanding of each of the registrant's classes of common stock as of May
9, 2001

<TABLE>
<CAPTION>
                    Class                                 Outstanding as of May 9, 2001
                    -----                                 -----------------------------
<S>                                                       <C>
        Common stock, $.01 par value                                5,508,082
</TABLE>

<PAGE>   2

                         FITZGERALDS GAMING CORPORATION

                                    FORM 10-Q

                                      INDEX


<TABLE>
<S>                                                                             <C>
PART I  FINANCIAL INFORMATION

        ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               CONDENSED CONSOLIDATED BALANCE SHEETS AS OF APRIL 1, 2001
               (UNAUDITED) AND DECEMBER 31, 2000                                 4

               UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE QUARTERS ENDED APRIL 1, 2001 AND APRIL 2, 2000
                                                                                 6

               UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE QUARTERS ENDED APRIL 1, 2001 AND APRIL 2, 2000
                                                                                 7

               UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL
               STATEMENTS                                                        8

        ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS                                        16

        ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                                                24

PART II OTHER INFORMATION                                                       25

        SIGNATURES                                                              27
</TABLE>

<PAGE>   3

                                     PART I

                              FINANCIAL INFORMATION





                                     ITEM 1

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>   4

FITZGERALDS GAMING CORPORATION (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
APRIL 1, 2001 (UNAUDITED) AND DECEMBER 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS                                                      APRIL 1, 2001     DEC. 31, 2000
                                                            -------------     -------------
<S>                                                         <C>               <C>
CURRENT ASSETS:

    Cash and cash equivalents                               $ 16,541,207      $  8,181,388
    Accounts receivable, net of allowance for doubtful
       accounts of $63,838 and $64,087                           284,851           575,765
    Inventories                                                  468,851           471,913
    Prepaid expenses:
       Gaming taxes                                              527,022           993,551
       Other                                                   1,438,876         1,394,968
                                                            ------------      ------------
         Total current assets                                 19,260,807        11,617,585
                                                            ------------      ------------

PROPERTY AND EQUIPMENT, net                                       69,038            79,656
                                                            ------------      ------------
OTHER ASSETS:
    Net assets held for sale                                 170,790,194       170,388,338
    Restricted cash                                            4,839,822         4,489,000
    Other assets                                               1,484,075         1,473,204
                                                            ------------      ------------
         Total other assets                                  177,114,091       176,350,542
                                                            ------------      ------------
TOTAL                                                       $196,443,936      $188,047,783
                                                            ============      ============
</TABLE>

                                                                     (continued)

See Unaudited Notes to Condensed Consolidated Financial Statements  Page 4 of 27

<PAGE>   5

FITZGERALDS GAMING CORPORATION (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
APRIL 1, 2001 (UNAUDITED) AND DECEMBER 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 APRIL 1, 2001    DEC. 31, 2000
                                                         -------------    -------------
<S>                                                   <C>              <C>
LIABILITIES NOT SUBJECT TO COMPROMISE
CURRENT LIABILITIES:
    Current portion of long-term debt                         110,551          109,937
    Accounts payable                                        1,229,755          306,299
    Accrued and other:
       Payroll and related                                  2,482,322        2,652,200
       Progressive jackpots                                    68,996           63,633
       Outstanding chips and tokens                           127,675          187,652
       Other                                                  644,261          649,866
                                                        -------------     -------------

         Total current liabilities                          4,663,560        3,969,587

LONG-TERM DEBT, net of current portion                      2,379,666        2,407,023
                                                        -------------     -------------

         Total liabilities not subject to compromise        7,043,226        6,376,610

LIABILITIES SUBJECT TO COMPROMISE                         243,294,814      242,869,829
                                                        -------------     -------------

         Total liabilities                                250,338,040      249,246,439
                                                        -------------     -------------

CUMULATIVE REDEEMABLE PREFERRED STOCK,
    $.01 par value; $25 stated value; 800,000 shares
      authorized, issued and outstanding; liquidation
      preference $20,000,000 stated value plus accrued
      dividends of $23,545,799 and $21,971,855 recorded
      at liquidation preference, net of unamortized
      offering costs and discount of $5,365,926
      and $5,565,696, respectively.                        38,179,873       36,406,159
                                                        -------------     -------------

STOCKHOLDERS' DEFICIENCY:
    Common stock, $.01 par value; 29,200,000 shares
      authorized; 5,508,082 shares issued and outstanding      55,080            55,080
    Additional paid-in capital                             23,675,511        23,675,511
    Accumulated deficit                                  (115,804,568)     (121,335,406)
                                                        -------------     -------------

         Total stockholders' deficiency                   (92,073,977)      (97,604,815)
                                                        -------------     -------------

TOTAL                                                   $ 196,443,936     $ 188,047,783
                                                        =============     =============
</TABLE>

See Unaudited Notes to Condensed Consolidated Financial Statements  Page 5 of 27

<PAGE>   6

FITZGERALDS GAMING CORPORATION (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED APRIL 1, 2001 AND APRIL 2, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      APRIL 1, 2001      APRIL 2, 2000
                                                                      -------------      -------------
<S>                                                                   <C>                <C>
OPERATING REVENUES:
   Casino                                                              $ 47,990,143       $ 46,048,447
   Food and beverage                                                      6,490,920          6,821,836
   Rooms                                                                  5,341,657          5,353,046
   Other                                                                  1,262,994          1,144,776
                                                                       ------------       ------------
     Total                                                               61,085,714         59,368,105
   Less promotional allowances                                            8,956,237          8,515,521
                                                                       ------------       ------------
     Net                                                                 52,129,477         50,852,584
                                                                       ------------       ------------
OPERATING COSTS AND EXPENSES:
   Casino                                                                22,088,085         21,267,498
   Food and beverage                                                      3,779,118          3,902,562
   Rooms                                                                  3,233,168          3,077,421
   Other operating expense                                                  503,121            557,677
   Selling, general and administrative                                   14,070,237         14,184,195
   Depreciation and amortization                                             11,547          3,687,745
   Reorganization items                                                     682,028                 --
                                                                       ------------       ------------
     Total                                                               44,367,304         46,677,098
                                                                       ------------       ------------

INCOME FROM OPERATIONS                                                    7,762,173          4,175,486

OTHER INCOME (EXPENSE):
   Interest income                                                           45,992            194,083
   Interest expense (Contractual interest for 2001 of $8,883,471)          (507,889)        (8,404,282)
   Other income                                                               4,276              9,161
                                                                       ------------       ------------

NET INCOME (LOSS)                                                         7,304,552         (4,025,552)


PREFERRED STOCK DIVIDENDS AND ACCRETION OF DISCOUNT                      (1,773,714)        (1,523,078)
                                                                       ------------       ------------

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS                    $  5,530,838       $ (5,548,630)
                                                                       ============       ============

EARNINGS (LOSS) PER COMMON SHARE - BASIC                               $       1.00       $      (1.01)
                                                                       ============       ============

EARNINGS (LOSS) PER COMMON SHARE - DILUTED                             $       1.00       $      (1.01)
                                                                       ============       ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                5,508,082          5,508,082
                                                                       ============       ============
</TABLE>

See Unaudited Notes to Condensed Consolidated Financial Statements  Page 6 of 27

<PAGE>   7

FITZGERALDS GAMING CORPORATION (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED APRIL 1, 2001 AND APRIL 2, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             APRIL 1, 2001      APRIL 2, 2000
                                                             -------------      -------------
<S>                                                          <C>                <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                     $  9,265,178       $  5,829,963
                                                              ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of assets                                     3,899              4,214
    Acquisition of property and equipment                         (454,911)        (2,755,481)
    Increase in restricted cash                                   (350,822)                --
                                                              ------------       ------------

    Net cash used in investing activities                         (801,834)        (2,751,267)
                                                              ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of long-term debt                                   (113,455)          (246,165)
                                                              ------------       ------------

    Net cash used in financing activities                         (113,455)          (246,165)
                                                              ------------       ------------

NET INCREASE  IN CASH AND CASH EQUIVALENTS                       8,349,889          2,832,531

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   8,181,388         22,115,594

CASH AND CASH EQUIVALENTS INCLUDED IN NET ASSETS
    HELD FOR SALE, BEGINNING OF PERIOD                          10,111,872                 --

CASH AND CASH EQUIVALENTS INCLUDED IN NET ASSETS
    HELD FOR SALE, END OF PERIOD                               (10,101,942)                --
                                                              ------------       ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $ 16,541,207       $ 24,948,125
                                                              ============       ============

CASH PAID FOR INTEREST                                        $     76,691       $     71,487
                                                              ============       ============
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Property and equipment acquired through issuance of debt      $         --       $  2,250,000
Accretion of discount on preferred stock                           199,770            164,649
Accrual of preferred stock dividends                             1,573,944          1,358,429
</TABLE>

See Unaudited Notes to Condensed Consolidated Financial Statements  Page 7 of 27

<PAGE>   8

              FITZGERALDS GAMING CORPORATION (DEBTOR-IN-POSSESSION)

         UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION

      The accompanying condensed consolidated financial statements of
      Fitzgeralds Gaming Corporation (the "Company") (Debtor-In-Possession) as
      of April 1, 2001 and for the quarters ended April 1, 2001 and April 2,
      2000 have been prepared by the Company, without audit, pursuant to the
      rules and regulations of the Securities and Exchange Commission.
      Accordingly, certain information and footnote disclosures normally
      included in financial statements prepared in accordance with generally
      accepted accounting principles ("GAAP") have been condensed or omitted.

      In the opinion of management, all adjustments, consisting only of normal
      recurring adjustments, necessary for a fair presentation of the interim
      condensed consolidated financial statements have been included. These
      condensed consolidated financial statements should be read in conjunction
      with the consolidated financial statements and notes thereto included in
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2000. The results of operations for the quarter ended April 1, 2001 are
      not necessarily indicative of the results to be expected for the year
      ending December 31, 2001.

      The Company utilizes a "4-4-5" (weeks) financial reporting period which
      maintains a December 31 year end. This method of reporting results in 13
      weeks in each quarterly accounting period. The first and fourth accounting
      periods will have a fluctuating number of days resulting from the
      maintenance of a December 31 year end, whereas the second and third
      periods will have the same number of days each year.

      Certain amounts in the 2000 condensed consolidated financial statements
      have been reclassified to conform to the 2001 method of presentation.


2.    PETITION FOR RELIEF UNDER CHAPTER 11

      GENERAL

      On December 5, 2000, the Company (together with its subsidiaries)
      commenced cases under Chapter 11 of the Bankruptcy Code (collectively, the
      "Bankruptcy Cases") in the United States Bankruptcy Court for the Northern
      District of Nevada (the "Bankruptcy Court"). The Bankruptcy Cases are
      jointly administered and coordinated under Case No. BK-N-00-33467 GWZ. The
      Bankruptcy Cases were commenced in accordance with an Agreement Regarding
      Pre-Negotiated Restructuring, dated as of December 1, 2000 (the
      "Restructuring Agreement"), with the holders (the "Consenting
      Noteholders") of a majority in interest of the Company's 12.25% Senior
      Secured Notes (the "Notes") issued under an indenture dated December 30,
      1997 (the "Indenture"). The Restructuring Agreement contemplates an

                                                                    Page 8 of 27
<PAGE>   9

      expeditious and orderly sale of all of the Company's operating assets and
      properties as going concerns.

      The Restructuring Agreement provides a vehicle for liquidating the assets
      of the Company in the Bankruptcy Court through Chapter 11 of the
      Bankruptcy Code. Upon execution of the Restructuring Agreement and before
      commencement of the Bankruptcy Cases, the Company distributed $13.0
      million in Excess Cash (as that term is defined in the Restructuring
      Agreement) to the trustee under the Indenture (the "Indenture Trustee") to
      be applied to unpaid and accrued Indenture Trustee's fees and expenses
      incurred and as partial payment of accrued and unpaid interest and
      principal as provided in the Indenture. In accordance with the
      Restructuring Agreement and as approved by the Bankruptcy Court, the
      Company has been authorized and directed to make additional Excess Cash
      distributions ("Post-petition Distributions") during the Bankruptcy Cases.
      As part of the Restructuring Agreement, the Consenting Noteholders and
      Indenture Trustee agree to forbear from exercising certain of their rights
      otherwise allowable under the Notes and the Indenture.

      The parties to the Restructuring Agreement have each concluded that the
      fair market value of the Company's real and personal property given as
      collateral for the Notes is less than the total outstanding principal and
      interest due under the Notes, and that the fair market value of the real
      and personal property not securing the Notes is less than the amount of
      the unsecured deficiency claim of the holders of the Notes. As a result,
      it is not expected that any distribution will be made to holders of the
      existing capital stock of the Company. The Restructuring Agreement
      requires that as part of the liquidation process, all of the existing
      common stock and preferred stock of the Company is to be canceled and
      extinguished without payment therefor.

      In accordance with the Restructuring Agreement, the Bankruptcy Court has
      authorized an auction tentatively scheduled for July 2001 in the
      Bankruptcy Court with respect to those operating assets and properties not
      sold pursuant to negotiated sales agreements such as the Purchase
      Agreement.

      Under the terms of the Restructuring Agreement, upon the closing of each
      sale of the Company's assets, the net proceeds of the collateral for the
      Notes, less certain reserves for management incentives and other
      liabilities, must be distributed to the Indenture Trustee for the benefit
      of and distribution to the holders of the Notes in accordance with the
      Indenture. All of the Company's assets remaining after such sales,
      including any notes received as part of the consideration for the sales of
      the Company's assets and payment of remaining liabilities of the Company,
      will be transferred to a liquidating trust created for the benefit of the
      holders of the Notes and others under a plan of reorganization to be
      consistent with the terms of the Restructuring Agreement.

      In light of the regulatory approvals needed to accomplish the
      liquidations, and recognizing the need to retain senior management in
      order to insure continuity and compliance with all gaming regulations and
      licensing requirements in the Company's operations during the process, the
      Restructuring Agreement requires implementation of a senior management

                                                                    Page 9 of 27
<PAGE>   10

      incentive and retention program. After obtaining Bankruptcy Court approval
      in December 2000, this program was adopted by the Company in order to
      retain Philip D. Griffith, Michael E. McPherson, Max L. Page and Paul H.
      Manske, each an officer, director and/or senior executive of the Company,
      as key executives and to compensate them for their continued employment
      with the Company during the process.

      On March 19, 2001, as part of the restructuring contemplated in the
      Restructuring Agreement, the Company, as debtor in possession, received
      the Bankruptcy Court approval to: (i) sell free and clear of liens
      pursuant to Section 363 of the Bankruptcy Code substantially all of its
      assets; and (ii) assume and assign pursuant to Section 365 of the
      Bankruptcy Code contracts used in its operations in Las Vegas, Nevada,
      Black Hawk, Colorado and Tunica, Mississippi to an affiliate of The
      Majestic Star Casino, LLC, an Indiana limited liability company
      ("Majestic"), pursuant to a Purchase and Sale Agreement, dated as of
      November 22, 2000, as amended on December 4, 2000 (the "Purchase
      Agreement").

      Pursuant to the Purchase Agreement, the Company has agreed to: (i) sell
      free and clear of liens pursuant to Section 363 of the Bankruptcy Code
      substantially all of the Company's assets including Fitzgeralds Las Vegas,
      Fitzgeralds Black Hawk and Fitzgeralds Tunica; and (ii) assume and assign
      pursuant to Section 365 of the Bankruptcy Code contracts used in its
      operations at Fitzgeralds Las Vegas, Fitzgeralds Black Hawk, and
      Fitzgeralds Tunica, as well as the Company's interest in The Fremont
      Street Experience Limited Liability Company (collectively, the "Assets")
      to Majestic for $149.0 million in cash, subject to certain holdbacks and
      adjustments, plus the assumption of certain liabilities relating to the
      Assets. Majestic has deposited into an escrow $2.0 million of the cash
      portion of the purchase price as an earnest money deposit. The Purchase
      Agreement contains customary representations, warranties, conditions and
      covenants, that provides for a dollar-for-dollar purchase price adjustment
      based on changes in each of the target properties working capital and
      long-term debt, excluding debt related to the Notes, at closing, and
      adjustment if the Company's earnings before interest, income taxes,
      depreciation and amortization for the 12-month period prior to closing
      vary by 5% or more from a target earnings amount for such period and
      adjustments as may apply in the event that the Company fails to obtain
      certain consents. The closing is contingent upon, among other things,
      Majestic obtaining financing of up to $137.0 million and approval of
      gaming authorities in Colorado, Mississippi and Nevada.

      For further information concerning the Purchase Agreement, please refer to
      our Current Report on Form 8-K, dated December 5, 2000, as filed with the
      Securities and Exchange Commission.

                                                                   Page 10 of 27
<PAGE>   11

      REORGANIZATION ITEMS

      As of April 1, 2001, the Company incurred the following expenses
      subsequent to the filing of the Bankruptcy Cases:

<TABLE>
<S>                                                                   <C>
     Reorganization Items:
       Post petition professional fees                                $ 698,511
       U.S. trustee fees                                                 71,801
       Interest earned on accumulated cash resulting from the
         bankruptcy proceedings                                         (88,284)
                                                                      ---------
                                                                      $ 682,028
                                                                      =========
</TABLE>


      LIABILITIES SUBJECT TO COMPROMISE

      At April 1, 2001 and December 31, 2000 liabilities subject to compromise
      consisted of the following:


<TABLE>
<CAPTION>
     Liabilities subject to compromise:        APRIL 1, 2001       DEC. 31, 2000
                                               -------------       -------------
<S>                                            <C>                 <C>
         Notes                                 $ 205,000,000       $ 205,000,000
         Discount on the Notes                    (1,472,254)         (1,549,855)
         Accrued interest on the Notes            44,813,080          44,813,080
         Debt offering costs on the Notes         (5,161,594)         (5,513,521)
         Unsecured creditors                         115,582             120,125
                                               -------------       -------------
                                               $ 243,294,814       $ 242,869,829
                                               =============       =============
</TABLE>


3.    RECENTLY ISSUED ACCOUNTING STANDARDS

      On June 30, 1998, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards No. 133, Accounting for
      Derivative Instruments and Hedging Activities. This statement establishes
      accounting and reporting standards for derivative instruments and hedging
      activities and is effective for the Company's fiscal year ending December
      31, 2001. Adoption of this statement did not have a material impact on the
      Company's financial condition or results of operations.

      On January 1, 2001, the Company implemented Emerging Issues Task Force
      ("EITF") No. 00-14 "Accounting for Certain Sales Incentive", EITF No.
      00-21 "Accounting for Multiple-Element Revenue Arrangements", EITF No.
      00-22 "Accounting for `Points' and Certain Other Time-Based or
      Volume-Based Sales Incentive Offers, and Offers for Free Products or
      Services to Be Delivered in the Future" and EITF No. 00-25 "Accounting for
      Consideration from a Vendor to a Retailer in Connection with the Purchase
      or Promotion of the Vendor's Products" requiring cash coupons or rebates
      to be classified as a reduction of revenue. Prior to this ruling, the
      Company had expensed the cash coupons, players club reward program and

                                                                   Page 11 of 27
<PAGE>   12

      other cash back programs as a casino or marketing expense. In 2001, the
      Company reclassified its 2000 income statement to reflect such expenses as
      promotional expense thereby reducing net revenue.


4.    NET ASSETS HELD FOR SALE

      In December 2000, the Company entered into the Restructuring Agreement
      with the Consenting Noteholders. The Restructuring Agreement contemplates
      an expeditious and orderly sale of all of the Company's operating assets
      and properties. Assets not included in net assets held for sale of $16.2
      million consist mainly of cash not transferable upon the close of a sale
      with Majestic and assets of Fitzgeralds Reno excluding property and
      equipment. On March 19, 2001 the Company received Bankruptcy Court
      approval to sell substantially all of its Assets to Majestic pursuant to
      the Purchase Agreement for $149.0 million in cash. The closing is
      contingent upon, among other things Majestic obtaining financing of up to
      $137.0 million and approval of gaming authorities in Colorado, Mississippi
      and Nevada. The Company is actively seeking a buyer for the Fitzgeralds
      Reno property.

      The components of the net assets held for sale as of April 1, 2001 are as
      follows:

<TABLE>
<CAPTION>
                            FITZGERALDS   FITZGERALDS     FITZGERALDS     FITZGERALDS
                               RENO        LAS VEGAS        TUNICA        BLACK HAWK      ELIMINATION        TOTAL
                           ------------  -------------   -------------   -------------   -------------   -------------
<S>                        <C>           <C>             <C>             <C>             <C>             <C>
Assets:
Cash and cash
  equivalents              $         --  $   3,072,466   $   5,274,598   $   1,754,878   $          --   $  10,101,942
Account receivable,
  net of allowance
  for doubtful
  accounts of $267,688               --        689,863         533,926          50,689              --       1,274,478
Inventories                          --        442,342         462,544         132,665              --       1,037,551
Prepaid gaming taxes                 --        775,205              --          49,010              --         824,215
Other current assets                 --      1,438,446         409,135         101,705              --       1,949,286
Property and equipment,
  net (1)                    28,985,386     37,274,887      62,954,722      24,848,264      (1,904,147)    152,159,112
Goodwill, net of
  accumulated
  amortization of
  $1,173,579                         --             --              --      13,005,582              --      13,005,582
Restricted cash                      --        500,000              --              --              --         500,000
Other non-current
  assets                             --        278,196         468,992         141,363              --         888,551
Current portion of
  long term debt                     --       (154,563)        (36,811)             --              --        (191,374)
Accounts payable                     --       (812,527)     (1,181,029)       (482,432)             --      (2,475,988)
Accrued expenses:
   Payroll and related               --     (1,237,811)     (1,973,946)       (643,699)             --      (3,855,456)
   Progressive jackpots              --       (232,424)       (330,832)       (315,109)             --        (878,365)
   Outstanding chips and
     tokens                          --       (142,709)        (18,379)        (42,054)             --        (203,142)
   Other                             --       (700,585)     (1,475,500)       (813,847)             --      (2,989,932)
Long term debt                       --       (356,266)             --              --              --        (356,266)
                           ------------  -------------   -------------   -------------   -------------   -------------
                           $ 28,985,386  $  40,834,520   $  65,087,420   $  37,787,015   $  (1,904,147)  $ 170,790,194
                           ============  =============   =============   =============   =============   =============
</TABLE>

      (1) The elimination entry is for the inter-company purchase and sale of
      property and equipment.

                                                                   Page 12 of 27
<PAGE>   13

      The components of the net assets held for sale as of December 31, 2000 are
      as follows:

<TABLE>
<CAPTION>
                              FITZGERALDS   FITZGERALDS     FITZGERALDS     FITZGERALDS
                                 RENO        LAS VEGAS        TUNICA        BLACK HAWK      ELIMINATION        TOTAL
                            -------------  -------------   -------------   -------------   -------------   -------------
<S>                         <C>            <C>             <C>             <C>             <C>             <C>
Assets:
Cash and cash
  equivalents               $          --  $   3,082,396   $   5,274,598   $   1,754,878   $          --   $  10,111,872
Account receivable,
  net of allowance for
  doubtful accounts of
  $210,586                             --        696,054         539,510          55,420              --       1,290,984
Inventories                            --        445,572         445,722         153,204              --       1,044,498
Prepaid gaming taxes                   --        566,788              --          48,052              --         614,840
Other current assets                   --      1,506,705         366,376         109,802              --       1,982,883
Property and equipment,
  net (1)                      28,949,595     37,162,537      62,708,013      24,789,132      (1,904,147)    151,705,130
Goodwill, net of
  accumulated amortization
  of $1,173,579                        --             --              --      13,005,582              --      13,005,582
Restricted cash                        --        500,000              --              --              --         500,000
Other non-current assets               --        320,251         461,361         141,363              --         922,975
Current portion of long
  term debt                            --       (167,273)        (73,015)             --              --        (240,288)
Accounts payable                       --       (514,831)       (809,013)       (227,676)             --      (1,551,520)
Accrued expenses:
   Payroll and related                 --     (1,336,852)     (2,349,516)       (667,094)             --      (4,353,462)
   Progressive jackpots                --       (269,561)       (322,665)       (387,602)             --        (979,828)
   Outstanding chips and
    tokens                             --       (104,175)        (91,247)        (39,152)             --        (234,574)
   Other                               --       (788,550)     (1,095,992)     (1,152,148)             --      (3,036,690)
Long term debt                         --       (394,064)             --              --              --        (394,064)
                            -------------  -------------   -------------   -------------   -------------   -------------
                            $  28,949,595  $  40,704,997   $  65,054,132   $  37,583,761   $  (1,904,147)  $ 170,388,338
                            =============  =============   =============   =============   =============   =============
</TABLE>

      (1) The elimination entry is for the inter-company purchase and sale of
      property and equipment.

      Net property and equipment held for sale consists of the following at
      April 1, 2001 and December 31, 2000:

<TABLE>
<CAPTION>
                                                                                     ESTIMATED
                                            APRIL 1, 2001       DEC. 31, 2000       SERVICE LIFE
                                            -------------       -------------       ------------
<S>                                         <C>                 <C>                 <C>
     Land used in casino operations         $  18,204,843       $  18,204,843         -
     Buildings and improvements               122,805,076         122,789,471        7-40 years
     Site improvements                         20,960,324          20,960,324          20 years
     Barge and improvements                    12,896,235          12,896,235          15 years
     Furniture, fixtures and equipment         67,552,195          67,330,488        3-12 years
                                            -------------        ------------
                                              242,418,673        242,181,361
     Less accumulated depreciation
         and amortization                     (91,059,661)        (91,240,929)
                                            -------------        ------------
                                              151,359,012         150,940,432
     Construction in progress                     800,100             764,698
                                            -------------        ------------
     Total                                  $ 152,159,112       $ 151,705,130
                                            =============       =============
</TABLE>


5.    LONG-TERM DEBT

      The Notes bear interest at a fixed annual rate of 12.25% payable on June
      15 and December 15 of each year, commencing June 15, 1998. The Notes will
      mature on December 15, 2004. The Company has not paid the regularly
      scheduled interest payments of $12.5 million that were due and payable
      June 15, 1999 and 2000 and December 15, 1999 and 2000. Under the

                                                                   Page 13 of 27
<PAGE>   14


      Note Indenture, an Event of Default occurred on July 15, 1999. Failure to
      make the scheduled interest payment on June 15, 1999 resulted in a 1.0%
      increase in the interest rate to 13.25%, effective June 16, 1999 until the
      Company filed the Bankruptcy Cases. In accordance with the Indenture, the
      Company began accruing interest on the unpaid interest at 13.25% effective
      June 16, 1999 until the filing of the Bankruptcy Cases. Upon execution of
      the Restructuring Agreement and before commencement of the Bankruptcy
      Cases, the Company distributed $13.0 million in Excess Cash (as that term
      is defined in the Restructuring Agreement) to the Indenture Trustee to be
      applied to unpaid and accrued Indenture Trustee's fees and expenses
      incurred and as partial payment of accrued and unpaid interest as provided
      in the Indenture. Section 506(b) of the Bankruptcy Code permits the
      allowance of interest on an allowed secured claim secured by property the
      value of which is greater than the amount of the claim. Inasmuch as the
      parties to the Restructuring Agreement have concluded that the fair market
      value of the collateral securing the Notes is less than the outstanding
      principal of the Notes, concurrently with the filing of the Bankruptcy
      Cases on December 5, 2000 the Company ceased accruing interest on the
      Notes.

      In February 2000, Fitzgeralds Reno purchased an adjacent 834-space parking
      garage for $3.0 million. The seller-financed acquisition required a $0.75
      million down payment, with the balance financed at an interest rate of
      10.0% with monthly principal and interest payments based on a 20-year
      amortization schedule. The note matures in ten years with a lump sum
      principal payment due of approximately $1.7 million.


6.    EARNINGS PER SHARE

      During the quarters ended April 1, 2001 and April 2, 2000, there were no
      outstanding convertible securities and warrants that would result in
      dilutive potential to the common shares and, as such, diluted earnings per
      share are not applicable. Options to purchase 267,000 shares of common
      stock at prices ranging from $1.00 to $1.10 per share were outstanding at
      April 2, 2000. Such options are not included in the computation of diluted
      earnings per share because to do so would have been antidilutive. No
      options were outstanding at April 1, 2001.


7.    SEGMENT INFORMATION

      The accounting policies of each business segment are the same as those
      described in the summary of significant accounting policies in the
      Company's Annual Report on Form 10-K for the year ended December 31, 2000.
      There are minimal inter-segment sales. The Company continues to evaluate
      its business segment performance based on the Company's earnings before
      interest, income taxes, depreciation and amortization ("EBITDA"). The
      Company has not changed its basis of segmentation from the year ended
      December 31, 2000.

                                                                   Page 14 of 27
<PAGE>   15

<TABLE>
<CAPTION>
                                                              For the Quarters Ended
                                                           ----------------------------
                                                           April 1, 2001  April 2, 2000
                                                           -------------  --------------
                                                                   (in thousands)
<S>                                                        <C>            <C>
     Net operating revenues:
         Fitzgeralds Las Vegas                                $ 14,309       $ 14,504
         Fitzgeralds Tunica                                     21,236         18,956
         Fitzgeralds Reno                                        8,664          9,067
         Fitzgeralds Black Hawk                                  7,874          8,326
         Other                                                      46             --
                                                              --------       --------
     Total                                                    $ 52,129       $ 50,853
                                                              ========       ========


     Income (loss) from operations:
         Fitzgeralds Las Vegas                                $  1,664       $    909
         Fitzgeralds Tunica                                      5,442          2,231
         Fitzgeralds Reno                                          (71)          (252)
         Fitzgeralds Black Hawk                                  1,594          1,782
         Other                                                    (832)          (482)
                                                              --------       --------
              Total Properties                                   7,797          4,188
         Nevada Club                                               (35)           (13)

                                                              --------       --------
     Total                                                    $  7,762       $  4,175
                                                              ========       ========
</TABLE>


      Reconciliation of total business segment operating income to consolidated
      net income (loss) before income tax:

<TABLE>
<CAPTION>
                                                              For the Quarters Ended
                                                           ----------------------------
                                                           April 1, 2001  April 2, 2000
                                                           -------------  --------------
                                                                   (in thousands)
<S>                                                        <C>            <C>
     Total  segment operating income                          $  8,629       $  4,670
         Nevada Club                                               (35)           (13)
         Other                                                  (1,828)          (482)
         Eliminations                                           (8,697)         2,393
         Interest income                                            46            194
         Interest income - shareholder and intercompany             18          8,109
         Interest expense                                         (508)        (8,404)
         Interest expense - shareholder and intercompany            --         (8,091)
         Other expense                                           9,680         (2,402)
                                                              --------       --------
     Net income (loss)                                        $  7,305       $ (4,026)
                                                              ========       ========
</TABLE>

                                                                   Page 15 of 27
<PAGE>   16

                                     ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. The following discussion should be read in
conjunction with, and is qualified in its entirety by, the Condensed
Consolidated Financial Statements and the Notes thereto included in this report.
The following discussion and other material in this Quarterly Report on Form
10-Q contain certain forward-looking statements. The forward-looking statements
are necessarily based upon a number of estimates and assumptions that, while
considered reasonable, are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond the
control of the Company, and upon assumptions with respect to future business
decisions which are subject to change. Risks to which the Company is subject
include, but are not necessarily limited to, its efforts to restructure its
indebtedness and capital structure, the ability to successfully sell its assets
in connection with the Restructuring Agreement and the Purchase Agreement, the
successful conclusion of the Bankruptcy Cases, competition, high level of
indebtedness, the need for additional financing, development and construction
risks, market fluctuations, gaming, liquor and other regulatory matters,
taxation, the availability and retention of key management, environmental
matters and other factors discussed in the Company's other filings with the
Securities and Exchange Commission. Accordingly, actual results could differ
materially from those contemplated by such forward-looking statements.


GENERAL

The Company is a diversified multi-jurisdictional gaming holding company that
owns and operates four Fitzgeralds-brand casino-hotels, in downtown Las Vegas,
Nevada ("Fitzgeralds Las Vegas"), Reno, Nevada ("Fitzgeralds Reno"), Tunica,
Mississippi ("Fitzgeralds Tunica"), and Black Hawk, Colorado ("Fitzgeralds Black
Hawk"), collectively referred to as the "Operating Properties". The Company
markets its properties primarily to middle-market customers, emphasizing its
Fitzgeralds brand and its "Fitzgeralds Irish Luck" theme.

The Company currently conducts substantially all of its business through
wholly-owned subsidiaries; Fitzgeralds Reno, Inc. ("FRI"); Fitzgeralds South,
Inc. ("FSI"); and Fitzgeralds Incorporated ("FI"). FRI directly owns and
operates Fitzgeralds Reno; FSI owns and operates Fitzgeralds Las Vegas and
Fitzgeralds Tunica through wholly-owned subsidiaries; and FI owns and operates
Fitzgeralds Black Hawk through wholly-owned subsidiaries, including 101 Main
Street Limited Liability Company ("101 Main").

Unless the context otherwise requires, the "Company" refers to Fitzgeralds
Gaming Corporation and its subsidiaries. The Company was incorporated in Nevada
in 1994 to serve as a holding

                                                                   Page 16 of 27
<PAGE>   17

company. The executive office of the Company is located at 301 Fremont Street,
Las Vegas, Nevada 89101; telephone (702) 388-2400; facsimile (702) 382-5562.

In the narrative discussion below, the "2001 Period" is defined as the quarter
ended April 1, 2001 and the "2000 Period" is defined as the quarter ended April
2, 2000. Unless otherwise noted, the narrative discussion below is focused on
the Company's Operating Properties, which together with unallocated corporate
expenses are referred to as the "Properties". Corporate expenses of $0.25
million for each of the periods presented are allocated to each of the four
Operating Properties as an operating expense. The remainder of the unallocated
corporate expense is included in Other. See Note 1 of Statement of Operations
Data.


2001 PERIOD COMPARISON TO 2000 PERIOD

The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the 2001 Period
and the 2000 Period. EBITDA for the Properties was $7.8 million and $7.9 million
for the 2001 and 2000 Periods, respectively. Adjusted EBITDA, which the Company
uses as a reasonable measure of its ability to generate cash from operating
activities and as a means to compare the Company's performance with that of its
competitors, increased to $8.5 million for the 2001 Period from $8.2 million for
the 2000 Period. For a definition of EBITDA and Adjustments to EBITDA, see Notes
2 and 3, respectively, of Statement of Operations Data.

<TABLE>
<CAPTION>
                                                       FOR THE QUARTERS ENDED
                                                  --------------------------------
STATEMENT OF OPERATIONS DATA                      APRIL 1, 2001      APRIL 2, 2000
                                                  -------------      -------------
                                                          (IN THOUSANDS)
<S>                                                  <C>               <C>
Net Operating Revenues:
    Fitzgeralds Las Vegas                            $ 14,309          $ 14,504
    Fitzgeralds Tunica                                 21,236            18,956
    Fitzgeralds Reno                                    8,664             9,067
    Fitzgeralds Black Hawk                              7,874             8,326
    Other                                                  46                --
                                                     --------          --------
       Total                                         $ 52,129          $ 50,853
                                                     ========          ========


Income (Loss) from Operations:
    Fitzgeralds Las Vegas                            $  1,664          $    909
    Fitzgeralds Tunica                                  5,442             2,231
    Fitzgeralds Reno                                      (71)             (252)
    Fitzgeralds Black Hawk                              1,594             1,782
    Other (1)                                            (832)             (482)
                                                     --------          --------
       Total Properties                                 7,797             4,188
    Nevada Club                                           (35)              (13)
                                                     --------          --------
       Total                                         $  7,762          $  4,175
                                                     ========          ========
</TABLE>

                                                                   Page 17 of 27
<PAGE>   18

<TABLE>
<CAPTION>
                                                       FOR THE QUARTERS ENDED
                                                  --------------------------------
OTHER DATA                                        APRIL 1, 2001      APRIL 2, 2000
                                                  -------------      -------------
                                                          (IN THOUSANDS)
<S>                                                  <C>               <C>
EBITDA (2):
    Fitzgeralds Las Vegas                            $  1,664          $  1,882
    Fitzgeralds Tunica                                  5,442             3,848
    Fitzgeralds Reno                                      (71)              365
    Fitzgeralds Black Hawk                              1,593             2,253
    Other (1)                                            (819)             (472)
                                                     --------          --------
       Total Properties                                 7,809             7,876
    Nevada Club                                           (35)              (13)
                                                     --------          --------
       Total EBITDA                                     7,774             7,863
    Adjustments to EBITDA (3)                             717               365
                                                     --------          --------
       Adjusted EBITDA                               $  8,491          $  8,228
                                                     ========          ========

Net Cash Provided by (Used in) (4):
    Operating Activities                             $  9,265          $  5,830
    Investing Activities                                 (802)           (2,751)
    Financing Activities                                 (113)             (246)
Depreciation and Amortization                              12             3,688
Capital Expenditures                                     (455)           (2,755)

Earnings to Fixed Charges (5):                            9.4                --
</TABLE>
----------
(1) Other includes corporate expenses not allocated to the Operating Properties
    for the 2000 and 2001 Periods, which include $0.4 million of pre-petition
    professional fees and expenses incurred with the Company's restructuring in
    the 2000 Period and $0.7 million of post-petition professional fees and
    expenses, net of interest income included in reorganization items for the
    2001 Period.

(2) EBITDA is a supplemental financial measurement used by the Company in the
    evaluation of its gaming business and by many gaming industry analysts.
    EBITDA is calculated by adding depreciation and amortization expense to
    income from operations. At any property, EBITDA is calculated after the
    allocation of corporate costs. However, EBITDA should only be read in
    conjunction with all of the Company's financial data summarized above and
    its financial statements prepared in accordance with GAAP appearing
    elsewhere herein, and should not be construed as an alternative either to
    income from operations (as determined in accordance with GAAP) as an
    indication of the Company's operating performance or to cash flows from
    operating activities (as determined in accordance with GAAP) as a measure of
    liquidity. This presentation of EBITDA may not be comparable to similarly
    titled measures reported by other companies.

(3) Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club for
    both periods presented; (ii) exclusion of pre-petition professional fees and
    expenses incurred with the Company's restructuring of $0.4 million in the
    2000 Period and; (iii) exclusion of $0.7 million of post-petition
    professional fees and expenses, net of interest income included as
    reorganization items in the 2001 Period.

(4) Includes financial results of (i) Nevada Club for both periods presented.

(5) For the Ratio of Earnings to Fixed Charges, earnings are defined as earnings
    before income taxes, interest on indebtedness, imputed interest on capital
    lease obligations and the portion of rent expense deemed to represent
    interest. Fixed charges consist of interest on indebtedness, imputed
    interest on capital lease obligations and the portion of rent expense deemed
    to represent interest. The Fixed Charged Coverage Ratio was 9.4 for the 2001
    Period; however, earnings were insufficient to cover fixed charges by $4.0
    million for the 2000 Period.

                                                                   Page 18 of 27
<PAGE>   19

OPERATING REVENUES

Total revenues for the Operating Properties were $61.1 million and net operating
revenues were $52.1 million for the 2001 Period, representing 2.9% and 2.5%
increases, respectively, over total revenues of $59.4 million and net operating
revenues of $50.9 million for the 2000 Period. The increase is primarily due to
the improved performance at the Fitzgeralds Tunica property.

The Company's business can be separated into four operating departments: casino,
food and beverage, rooms and other. Casino revenues for the Operating Properties
represented 78.6% and 77.6% of total revenues for the Operating Properties for
the 2001 and 2000 Periods, respectively. Casino revenues for the Operating
Properties (of which approximately 86.0% and 84.2% were derived from slot
machine revenues for the 2001 and 2000 Periods, respectively) increased 4.2% to
$48.0 million for the 2001 Period from $46.0 million for the 2000 Period. Casino
revenues increased 16.7% at Fitzgeralds Tunica primarily as the result of the
opening of a 411-space covered parking garage in June 2000. Fitzgeralds Las
Vegas, Fitzgeralds Reno and Fitzgeralds Black Hawk casino revenues decreased
1.8%, 4.4% and 6.6%, respectively.

Room revenues for the Operating Properties (at 8.7% and 9.0% of total revenues
for the Operating Properties for the 2001 and 2000 Periods, respectively)
decreased 0.2% from the 2000 Period. Fitzgeralds Tunica room revenues increased
2.1% due to the combination of a 6.8% increase in the average daily rate for the
2001 Period, offset by a decrease in the average occupancy rate to 93.1% for the
2001 Period from 94.4% for the 2000 Period. At Fitzgeralds Reno room revenues
remained flat, while room revenues decreased 2.0% at Fitzgeralds Las Vegas due
to a combination of a higher occupancy rate which increased to 93.9% for the
2001 Period from 90.2% for the 2000 Period, offset by a 4.1% decrease in the
average daily rate for the 2001 Period.

Food and beverage revenues for the Operating Properties (at 10.6% and 11.5% of
total revenues for the Operating Properties for the 2001 and 2000 Periods,
respectively) decreased approximately $0.3 million or 4.9% for the 2001 Period.
Fitzgeralds Black Hawk, Fitzgeralds Reno and Fitzgeralds Las Vegas experienced
revenue decreases of 8.6%, 7.5% and 9.0%, respectively, primarily as a result of
decreases in business volumes. Food and beverage revenues at Fitzgeralds Tunica
increased approximately 2.4% primarily due to increases in casino volume.

Other revenues for the Operating Properties increased $0.1 million for the 2001
Period.

Promotional allowances for the Operating Properties increased $0.4 million or
5.2% for the 2001 Period primarily as a result of increased casino volumes at
Fitzgeralds Tunica


OPERATING COSTS AND EXPENSES

Total operating costs and expenses for the Operating Properties decreased 5.0%
to $44.3 million for the 2001 Period from $46.7 million for the 2000 Period due
primarily to the $3.7 million decrease in depreciation and amortization expense.

                                                                   Page 19 of 27
<PAGE>   20

Casino expenses for the Operating Properties were $22.1 million for the 2001
Period, a 3.9% increase from $21.3 million for the 2000 Period, primarily due to
increases in payroll. Food and beverage expenses for the Operating Properties
decreased 3.2% to $3.8 million for the 2001 Period from $3.9 million for the
2000 Period. This decrease is primarily due to the decrease in food volume at
Fitzgeralds Las Vegas, Fitzgeralds Reno and Fitzgeralds Black Hawk. Room
expenses for the Operating Properties increased 5.1% to $3.2 million for the
2001 Period from $3.1 million for the 2000 Period. Selling, general and
administrative expenses for the Operating Properties decreased 1.0% to $14.0
million for the 2001 Period from $14.2 million for the 2000 Period. Professional
fees and expenses incurred in conjunction with the ongoing development,
negotiation and implementation of the Company's restructuring were $0.7 million
and $0.4 million, respectively, for the 2001 and 2000 Periods. Such expenses
also include professional fees and expenses paid by the Company for the
financial and legal advisors to the Committee, the Indenture Trustee, and the
U.S. Trustee in connection with the Bankruptcy Cases.

Personnel expenses for the Operating Properties increased 1.1% to approximately
$20.9 million for the 2001 Period from approximately $20.7 million for the 2000
Period. Fitzgeralds Tunica and Fitzgeralds Black Hawk incurred increases in
personnel expenses of 4.2% and 1.9%, respectively, while the Fitzgeralds Las
Vegas and Fitzgeralds Reno had slight decreases in personnel expenses.

Marketing expenses for the Operating Properties, which include advertising,
promotional material, special events and the operations of the Fitzgeralds
player-tracking card, decreased $0.3 million or 5.1% for the 2001 Period.

Depreciation and amortization expenses of the Operating Properties decreased
99.7% to approximately $0.01 million for the 2001 Period from $3.7 million for
the 2000 Period, due to the discontinuation of recording depreciation and
amortization expense for property and equipment included in net assets held for
sale, subsequent to filing the Bankruptcy Cases.


INCOME FROM OPERATIONS

Income from operations for the Operating Properties increased 86.2% to $7.8
million for the 2001 Period from $4.2 million for the 2000 Period. The increase
is due to the discontinuation of recording substantially all depreciation and
amortization expense during the 2001 Period.


NET INTEREST EXPENSE

Interest expense for the Operating Properties (net of interest income) decreased
94.4% to $0.5 million for the 2001 Period from $8.2 million for the 2000 Period.
Section 506(b) of the Bankruptcy Code permits the allowance of interest on an
allowed secured claim secured by property the value of which is greater than the
amount of the claim. Inasmuch as the parties to the Restructuring Agreement have
concluded that the fair market value of the collateral securing

                                                                   Page 20 of 27
<PAGE>   21

the Notes is less than the outstanding principal of the Notes, concurrently with
the filing of the Bankruptcy Cases on December 5, 2000 the Company ceased
accruing interest on the Notes.


NET INCOME

Net Income for the Properties increased $11.4 million to $7.3 million in the
2001 Period compared to a net loss of $4.0 million in the 2000 Period.


LIQUIDITY AND CAPITAL RESOURCES

At April 1, 2001, the Company had unrestricted cash of $26.6 million, which
includes $10.1 million of cash classified in net assets held for sale, compared
to $18.3 million at December 31, 2000. The Company's primary sources of
liquidity and cash flows during the 2001 Period were operations of $9.3 million.
Net cash used in investing was $0.8 million and $2.8 million for the 2001 and
2000 Periods, respectively. Net cash used in financing activities was $0.1
million and $0.2 million for the 2001 and 2000 Periods, respectively.

The Company's principal sources of capital will consist of cash from operations,
and vendor or third party financing of gaming and other equipment. The Company
believes that it has adequate sources of liquidity to meet its normal operating
requirements. However, its relatively high degree of leverage had prevented it
from making the level of capital expenditures required to maintain and enhance
the competitive position of its properties. Management and the Board of
Directors did not see any way to resolve this problem without restructuring the
Company's indebtedness. An Event of Default under the Indenture pursuant to
which the Notes were issued occurred on July 15, 1999.

Upon execution of the Restructuring Agreement and before commencement of the
Bankruptcy Cases, the Company distributed $13.0 million in Excess Cash (as that
term is defined in the Restructuring Agreement) to the Indenture Trustee to be
applied to accrued and unpaid interest and principal as provided in the
Indenture. Pursuant to the Restructuring Agreement and an order entered by the
Bankruptcy Court, the Company is required to distribute unrestricted cash (which
includes cash in net assets held for sale) in excess of $24.8 million to holders
of its Notes within 45 days after the end of each quarter.

On December 5, 2000, the Company commenced the Bankruptcy Cases in the
Bankruptcy Court. For further information concerning the Bankruptcy Cases and
related matters, see Footnote 2 to the Unaudited Notes to Condensed Consolidated
Financial Statements.

By suspending the interest payments on the Notes other than the Post-petition
Distributions and sales proceeds of collateral for the Notes until such time as
the liquidation of the Company's assets contemplated by the Restructuring
Agreement has been completed, the Company believes that its liquidity and
capital resources will be sufficient to maintain all of its normal operations at
current levels during the pendency of the Bankruptcy Cases and does not
anticipate any adverse

                                                                   Page 21 of 27
<PAGE>   22

impact on its operations, customers or employees. However, costs incurred and to
be incurred in connection with the Bankruptcy Cases have been and will continue
to be substantial and, in any event, there can be no assurance that the Company
will be able to successfully consummate the Restructuring Agreement and the
Purchase Agreement or that its liquidity and capital resources will be
sufficient to maintain its normal operations during the pendency of the
Bankruptcy Cases.


EBITDA AND ADJUSTED EBITDA

The Company's EBITDA was $7.8 million for the 2001 Period and $7.9 million for
the 2000 Period. EBITDA is calculated by adding depreciation and amortization
expenses to income from operations. The Company's Adjusted EBITDA was $8.5
million for the 2001 Period and $8.2 million for the 2000 Period. Adjusted
EBITDA is determined based on the adjustments described in Note 3 to Statement
of Operations Data. However, EBITDA should only be read in conjunction with all
of the Company's financial data summarized above and its financial statements
prepared in accordance with GAAP appearing elsewhere herein, and should not be
construed as an alternative either to income from operations (as determined in
accordance with GAAP) as an indication of the Company's operating performance or
to cash flows from operating activities (as determined in accordance with GAAP)
as a measure of liquidity. This presentation of EBITDA may not be comparable to
similarly titled measures reported by other companies.


RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges measures the extent by which earnings, as
defined, exceed certain fixed charges. Earnings are defined as earnings before
income taxes, interest on indebtedness, imputed interest on capital lease
obligations and the portion of rent expense deemed to represent interest. Fixed
charges consist of interest on indebtedness, imputed interest on capital lease
obligations and the portion of rent expense deemed to represent interest. The
Fixed Charge Coverage Ratio was 9.4 for the 2001 Period, however earnings were
insufficient to cover fixed charges by $4.0 million for the 2000 Period.


BUSINESS SEASONALITY AND SEVERE WEATHER

The gaming operations of the Company in certain locations may be seasonal and,
depending on the location and other circumstances, the effects of such
seasonality could be significant. At Fitzgeralds Las Vegas, business levels are
generally weaker from Thanksgiving through the middle of January (except during
the week between Christmas and New Year's) and throughout the summer, and
generally stronger from mid-January through Easter and from mid-September
through Thanksgiving. At each of the three other Operating Properties, business
levels are typically weaker from Thanksgiving through the end of the winter and
typically stronger from mid-June to mid-November.

                                                                   Page 22 of 27
<PAGE>   23

The Company's results are also affected by inclement weather in relevant
markets. The Fitzgeralds Black Hawk site, located in the Rocky Mountains of
Colorado, and the Fitzgeralds Reno site, located in the foothills of the Sierra
Nevada mountains in Nevada, are subject to snow and icy road conditions during
the winter months. Any such severe weather conditions may discourage potential
customers from visiting the Company's facilities.


RECENTLY ISSUED ACCOUNTING STANDARDS

On June 30, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities. This statement establishes accounting and reporting
standards for derivative instruments and hedging activities and is effective for
the Company's fiscal year ending December 31, 2001. Adoption of this statement
did not have a material impact on the Company's financial condition or results
of operations.

On January 1, 2001, the Company implemented Emerging Issues Task Force ("EITF")
No. 00-14 "Accounting for Certain Sales Incentive", EITF No. 00-21 "Accounting
for Multiple-Element Revenue Arrangements", EITF No. 00-22 "Accounting for
`Points' and Certain Other Time-Based or Volume-Based Sales Incentive Offers,
and Offers for Free Products or Services to Be Delivered in the Future" and EITF
No. 00-25 "Accounting for Consideration from a Vendor to a Retailer in
Connection with the Purchase or Promotion of the Vendor's Products" requiring
cash coupons or rebates to be classified as a reduction of revenue. Prior to
this ruling, the Company had expensed the cash coupons, players club reward
program and other cash back programs as a casino or marketing expense. In 2001,
the Company reclassified its 2000 income statement to reflect such expenses as
promotional expense thereby reducing net revenue.

                                                                   Page 23 of 27
<PAGE>   24

                                     ITEM 3

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The fair market value of the Company's fixed debt obligations have remained
approximately $115.0 million at April 1, 2001 and December 31, 2000. See Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.

                                                                   Page 24 of 27
<PAGE>   25

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

RENO TRANSPORTATION RAIL ACCESS CORRIDOR (RETRAC) PROJECT

In October 1998, the Reno City Council approved a special assessment district to
finance a portion of the costs to lower the railroad tracks that run through
downtown Reno, Nevada (the "ReTRAC Project"). Preliminary plans for the ReTRAC
Project provide for the construction of a temporary rail bypass that will be
used to divert rail traffic around the main railroad during construction. The
City of Reno (the "City") estimates that a period of approximately two and one
half years will be required to complete the ReTRAC Project. The southern
boundary of the bypass will extend out into the middle of Commercial Row, the
street where Fitzgerald's Reno hotel entrance, valet parking area and hotel
loading zone are situated.

On November 30, 1998, the Company filed a lawsuit against the City to challenge
the method by which the special assessment to be levied against the Company was
determined. Based on preliminary plans prepared by the City, Fitzgeralds Reno
would expect to lose several parking spaces, the current valet parking area, an
outdoor billboard structure advertising available rooms and a building used to
house administrative offices, and be required to relocate the hotel entrance
currently on Commercial Row. The City has also subsequently indicated that the
ReTRAC Project might require the demolition of the Fitzgeralds Reno Rainbow
Skyway. Implementation of the ReTRAC Project under these circumstances would
cause the Company to suffer significant and permanent loss in business revenue
and income; certain operating efficiencies from demolished or impaired physical
structures; and a portion of its existing customer base as a result of the
construction and operation of the proposed rail bypass.

The City filed an answer to the Company's lawsuit on January 19, 1999.
Subsequent thereto, George Karadanis and Robert Maloff d/b/a Sundowner Hotel and
Casino (the "Sundowner") were permitted by court order to file a Complaint in
Intervention. Notwithstanding that intervention, on December 22, 1999, the court
granted the City's Motion for Summary Judgment against the Sundowner which
motion was joined in by the Company.

After hearing oral arguments and considering the parties' briefs, the Court
concluded that there was insufficient evidence before the Reno City Council to
support a finding that the ReTRAC Project confers a special benefit on
Fitzgeralds Reno as is required by statute before a special assessment may be
imposed. The Court remanded the matter to the Reno City Council and directed
the council to conduct a new hearing to consider evidence as to whether
Fitzgeralds Reno would receive a special benefit from the proposed project.

On February 27, 2001, the Reno City Council voted to continue the process of
determining the actual cost of construction of the ReTRAC Project, which has
previously been estimated to be $218 million. It is anticipated that the
construction cost analysis will be completed in April 2002.

The Company cannot predict what action the City of Reno will take or whether
or when the City of Reno will negotiate mitigation measures or whether such
measures could or would fully compensate the Company for the fair market value
of its property taken in connection with the ReTRAC Project and anticipated
operating losses.

Other Litigation

The Company is a party to various lawsuits relating to routine matters
incidental to its business. The Company does not believe that the outcome of
such litigation, individually or in the aggregate, will have any material
adverse effect on its financial condition.

                                                                   Page 25 of 27
<PAGE>   26

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not Applicable


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

(a)   As previously reported in its Report on Form 8-K filed July 22, 1999 and
      elsewhere in this form 10Q, the Company is in default on its $205.0
      million Senior Secured Notes.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable


ITEM 5. OTHER INFORMATION.

The Company files monthly operating statements with the Bankruptcy Court. These
filings are available for public inspection at the office of the clerk of the
Bankruptcy Court at 300 Booth Street, Reno, Nevada 89509 or on the internet at
www.nvb.uscourts.gov.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

      None

(b)   Reports on Form 8-K

      None

                                                                   Page 26 of 27
<PAGE>   27

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.

Dated:  May 9, 2001


                                        FITZGERALDS GAMING CORPORATION



                                        /s/ Michael E. McPherson
                                        Michael E. McPherson
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (Duly Authorized Officer, Principal
                                        Financial Officer and Principal
                                        Accounting Officer)

                                                                   Page 27 of 27