SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D. C. 20549

                             FORM 10-K

      (Mark One)

[x]ANNUAL   REPORT   PURSUANT   TO  SECTION  13  OR  15(D)  OF  THE
SECURITIES EXCHANGE ACT OF 1934

            FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1999
                                OR

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

FOR THE TRANSITION PERIOD FROM_______________TO___________________

                    Commission file number N/A

                  LOUISIANA CASINO CRUISES, INC.
         ------------------------------------------------
      (Exact name of registrant as specified in its charter)

      LOUISIANA                              72-1196619
      -------------------                 ----------------------
      (State or other jurisdiction of (IRS Employer Identification No.)
      incorporation or organization)

      1717 River Road North
      Baton Rouge, Louisiana                     70802
      -----------------------------            --------
      (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (225)
709-7777                                                  -----
---------
      Securities registered pursuant to Section 12(b) of the Act:
None
-------
      Securities registered pursuant to Section 12(g) of the Act:
None
-------
      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   reports),   and  (2)  has  been   subject  to  such   filing
requirements for the past 90 days. YES X    NO
                                  ------- --------
      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein,  and will not be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

      As of February 23, 2000,  the  aggregate  market value of the voting stock
held by  non-affiliates  of the registrant was $0.  (Calculated by excluding all
shares  that may be  deemed  to be  beneficially  owned by  executive  officers,
directors and greater than 10% shareholders of the registrant, without conceding
that all such persons are  "affiliates"  of the  registrant  for purposes of the
federal securities laws.)

      As of  February  23,  2000,  the  number  of  outstanding  shares  of  the
registrant's common stock was 984,883.

           DOCUMENTS INCORPORATED BY REFERENCE
None


<PAGE>



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995

      Except for historical  information contained herein, the matters discussed
herein  are  forward  looking  statements  made  pursuant  to  the  safe  harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
statements involve risks and  uncertainties,  including but not limited to local
and  regional  economic  and  business  conditions,  changes in interest  rates,
changes or  developments in laws,  regulations or taxes,  actions taken or to be
taken by third  parties,  competition,  the  unpredictability  of the effects on
increased competition on the Company, the loss of any licenses or permits or the
Company's failure to obtain an unconditional  renewal of its gaming license on a
timely  basis,  or other  factors  discussed  elsewhere  in this  report and the
documents  filed by the Company with the  Securities  and  Exchange  Commission.
These  factors may cause the  Company's  results to differ  materially  from the
statements made in this report or otherwise made by or on behalf of the Company.

                               PART I
ITEM 1.         BUSINESS.

GENERAL

      Louisiana  Casino  Cruises,  Inc.  (the  "Company")  owns and  operates  a
riverboat gaming facility in Baton Rouge,  Louisiana (the "Casino  Rouge").  The
Casino Rouge opened on December 28,  1994,  and is one of two  riverboat  gaming
facilities in Baton Rouge.  The Casino Rouge is managed by CRC  Holdings,  Inc.,
doing business as Carnival Resorts and Casinos ("CRC"), an experienced  operator
of gaming  facilities  and owner of  approximately  60% of the Company's  common
stock,  no par value per  share.  For the year  ended  November  30,  1999,  the
Company's  share of the Baton Rouge gaming  market was 61.9% of casino  revenues
and 59.1% of admissions, as reported by the Louisiana State Police.

FACILITIES

      The Casino  Rouge  features a  four-story,  47,000  square foot  riverboat
casino,  replicating a 19th century Mississippi River paddlewheel steamboat, and
a two-story, 58,000 square foot dockside embarkation building. The riverboat has
a capacity of 1,800  customers and emphasizes  spaciousness  and excitement with
its ample aisle space,  15-foot  ceilings,  a large central atrium and specially
designed  lighting.  The overall effect avoids the cramped  atmosphere  found in
many riverboat  casinos.  Patrons are offered a selection of 974 gaming machines
and 42 table  games in 28,000  square  feet of gaming  space  spread  over three
decks.  The  dockside  embarkation  facility  offers  a  panoramic  view  of the
Mississippi River and features a variety of amenities,  including (i) a 268-seat
"International Marketplace Buffet," (ii) an array of food, bar and lounge areas,
(iii) meeting and planning space and (iv) a gift shop. All of the facilities are
open seven days a week, 24 hours a day, with eight cruises scheduled daily.

      The 23-acre site is located on the east bank of the  Mississippi  River in
the East Baton Rouge Downtown  Development  District less than  one-quarter mile
from the state capital  complex.  The site is within  approximately  one mile of
both Interstate 10 and Interstate 110, and the Company  believes that the site's
access to major highways is an important competitive advantage over casinos that
lack such access. In addition, the site has convenient parking for approximately
1,650 cars adjacent to the embarkation facility.

COMPETITION

      General.  The Company  faces  competition  from  land-based  and riverboat
casinos  statewide,  casinos  on  Native  American  lands,  casinos  located  in
Mississippi  (particularly  those on the Gulf Coast) and from non-casino  gaming
opportunities  within  Louisiana  such  as  the  state  lottery,  horse  racing,
charitable bingo and video poker. The Louisiana  Riverboat Economic  Development
and Gaming Control Act (the "Louisiana Act") limits the number of gaming casinos
in Louisiana to fifteen riverboat casinos statewide and one land-based casino in
New Orleans.  Absent  further  state  legislation  and local  option  referenda,
additional  licenses  cannot  be  granted.  Fourteen  of the  fifteen  available
riverboat  licenses are currently issued and  outstanding:  two for Baton Rouge;
three for the greater New Orleans area, approximately 75 miles from Baton Rouge;
four for the  Shreveport/Bossier  City area in the northwest  part of the state,
approximately 235 miles from Baton Rouge; four for Lake Charles in the southwest
part of the state,  approximately 120 miles from Baton Rouge; and one granted to
a riverboat casino which discontinued  operations in New Orleans in October 1997
and whose owners  received the approval of the  Louisiana  Gaming  Control Board
(the  "Louisiana  Board") to relocate the riverboat  casino for what will be the
fifth license in the Shreveport/Bossier City area.

      Baton Rouge Casinos. The Company's principal competitor is the other Baton
Rouge riverboat casino, Argosy Casino ("Argosy"),  which opened on September 30,
1994 and is owned  and  operated  by Argosy  Gaming  Company.  Since  commencing
operations on December 28, 1994, the Casino Rouge has achieved an average of 57%
of the market-share of gaming win for Baton Rouge riverboats, as reported by the
Louisiana   State  Police.   Argosy   constructed  a  retail,   restaurant   and
entertainment center called "Catfish Town" as an integral part of its land-based
facility,  which commenced  operations in April 1996. In July 1999, Argosy began
construction on a 300-room hotel, which is expected to open in December 2000.

      New  Orleans  Casinos.  New Orleans  has three  riverboat  casinos and one
land-based  casino.  On October  28,  1999,  the only  land-based  casino in New
Orleans,  which had previously filed for bankruptcy protection under Chapter 11,
reopened.

      Native American Casinos. Gaming is also permitted on Native American lands
in Louisiana and other  states,  and there are  currently  three such  operating
Native  American  casinos in Louisiana.  The closest such casino is a land-based
facility  located  on  the  Chitimacha  reservation  in  Charenton,   Louisiana,
approximately 45 miles southwest of Baton Rouge.  However,  it is not accessible
by a major  highway,  which the  Company  believes  places  it at a  competitive
disadvantage.  The  closest  Native  American  casino to Baton  Rouge with major
highway  accessibility  is a land-based  facility  located on the  Tunica-Biloxi
reservation in Mansura,  Louisiana,  approximately  65 miles  northwest of Baton
Rouge.

      Mississippi Casinos. An emerging trend in Mississippi gaming, particularly
on the Gulf Coast (approximately 125 miles from Baton Rouge), is the development
of  large-scale  destination  resort  projects.  As of December  31,  1999,  the
Mississippi  Gaming  Commission had granted 45 gaming licenses.  Of these, 30 of
the licensees  have opened and are operating  casinos,  the remaining  licensees
represent entities that have either consolidated or closed casinos.

      Other  Competition.  From time to time proposals have been introduced into
the Louisiana  legislature to increase the number of gaming facilities permitted
in  Louisiana.  However,  to date no such  legislation  has  been  approved  and
currently there are no proposals in the legislature to issue new licenses. There
can be no assurance,  however, that such legislation will not be approved in the
future.  Alternative  forms of gaming are  available  in  Louisiana to potential
customers.  Louisiana  State law allows the operation of a state lottery,  horse
racing and charitable bingo. In July 1991,  Louisiana also authorized  operation
of video poker terminals at various types of facilities in the state,  including
taverns,  restaurants,  hotels/motels,  truck stops, and racing  facilities.  On
November 5, 1996, a statewide  local  option  referendum  was placed  before the
voters concerning the banning of video poker. As a result of this referendum, on
July 1, 1999, 33 parishes,  including  East Baton Rouge Parish,  the location of
the Casino Rouge, and three adjacent parishes banned video poker, and a total of
1,395 video  poker  machines  were shut down in East Baton Rouge  Parish and the
three adjacent parishes.  As of July 31, 1999,  approximately 11,000 video poker
terminals  at  approximately  2,500  non-casino   locations  were  in  operation
throughout the state. The locations are widely distributed throughout the state,
and the Company believes that they have had no greater impact on the Baton Rouge
riverboat casinos than on other Louisiana riverboats.

      Competition  in the gaming  industry  is  intense in the market  where the
Company operates its gaming facility.  As new gaming  opportunities arise in new
or existing gaming  jurisdictions  and on Native  American-owned  lands,  new or
expanded  operations by others can be expected to increase  competition  for the
Company's operations and could limit new opportunities for the Company or result
in the saturation of certain gaming markets.  Casino gaming does not have a long
operating  history in the  jurisdiction  where the Company  operates  its gaming
facility  and  other  nearby  jurisdictions  and,  therefore,   the  effects  of
competition  in these  jurisdictions  cannot  be  predicted  with any  degree of
certainty.  Many of the Company's competitors outside of the greater Baton Rouge
area have more gaming industry experience, are larger and have greater financial
resources than the Company. In addition, Native American casinos have advantages
because they do not pay Louisiana  gaming taxes or admission  fees. As a result,
increased competition both inside and outside of the Company's market could have
a material adverse effect on the Company.

MANAGEMENT AGREEMENT

      CRC and the  Company  are parties to a Casino  Consulting  and  Management
Agreement,  dated  December 11, 1992, as amended (the  "Management  Agreement"),
pursuant to which, CRC handles all aspects of the Casino Rouge's management. The
Management  Agreement  expires in December  2004,  subject to  extension  at the
option of CRC for an  additional  10-year  period.  CRC is entitled to an annual
management  fee equal to 2% of the Casino  Rouge's gross revenues plus 5% of its
total operating income (as such terms are defined in the Management  Agreement).
By separate  agreement,  CRC has agreed to pay one-half of the 5% fee payable to
CRC with respect to the Company's total operating income to Dan S. Meadows,  the
Company's  President and Vice Chairman of the Board,  Jerry L. Bayles and Thomas
L. Meehan,  one of the Company's  directors,  aggregate holders of approximately
40% of the Company's Common Stock. For the fiscal years ended November 30, 1999,
1998 and 1997, the amount earned by CRC pursuant to the Management Agreement was
$2,758,000, $2,195,000 and $2,214,000,  respectively. For the fiscal years ended
November 30, 1999,  1998 and 1997,  the aggregate  amount paid by CRC to Messrs.
Meadows, Bayles and Meehan was $533,000, $369,000 and $407,000, respectively.
See "Certain Relationships and Related Transactions."

      In addition to the Casino Rouge,  CRC operates Casino Rama,  located north
of Toronto,  Canada,  for the  Chippewas  of  Mnjikaning  First  Nations and the
Ontario Casino Corporation. CRC also develops other casinos and hotels.

EMPLOYEES

      The Company  maintains a staff of approximately  890 full-time  equivalent
employees.  None  of  the  employees  is  covered  by  a  collective  bargaining
agreement. The Company believes that its employee relations are good.

REGULATORY MATTERS

General

      The Company is subject to regulation  by the State of Louisiana  and, to a
lesser extent,  by federal law. The Company is subject to regulations that apply
specifically  to the gaming  industry  and  casinos and  regulations  that apply
specifically  to operators of cruising  riverboats,  in addition to  regulations
applicable to businesses  generally.  Failure to comply with detailed regulatory
requirements may be grounds for the suspension or revocation of a license, which
would have a materially adverse effect upon the Company.  Below is a description
of  certain  regulations  to  which  the  Company  is  subject.  Legislative  or
administrative  changes in applicable legal requirements have been proposed from
time to time.  It is  possible  that the  applicable  requirements  to operate a
Louisiana  gaming facility will become more stringent and  burdensome,  and that
taxes, fees and expenses may increase,  as the state gains further experience in
regulating  gaming.  There can be no assurance that the existing  regulatory and
taxing framework under which the Company operates will not become more stringent
and burdensome.

Louisiana Riverboat Gaming Regulation

      In July 1991, the Louisiana  legislature  adopted  legislation  permitting
certain types of gaming  activity on certain  rivers and waterways in Louisiana.
Since May 1, 1996, the Louisiana Board has regulated gaming activities.

      The Louisiana  Act  authorized  the issuance of up to fifteen  licenses to
conduct gaming  activities on a riverboat of new construction in accordance with
applicable law. However,  no more than six licenses may be granted to riverboats
operating  from any one parish.  Of the fifteen  available  licenses,  currently
thirteen are in operation,  one is being  relocated and one has been returned to
the state.

      Riverboat gaming licenses in Louisiana are issued for an initial five-year
term with annual  renewals  thereafter.  In issuing or  renewing a license,  the
Louisiana  Board  must find that the  applicant  is a person of good  character,
honesty and integrity and that the applicant is a person whose prior activities,
criminal  record,  if any,  reputation,  habits and  associations  do not pose a
threat to the public  interest  of the State of  Louisiana  or to the  effective
regulation  and  control  of  gaming,  or  create  or  enhance  the  dangers  of
unsuitable,  unfair or illegal practices,  methods and activities in the conduct
of  gaming  or  the  carrying  on of  business  and  financial  arrangements  in
connection  therewith.  The Louisiana  Board will grant or renew a license if it
finds that: (a) the applicant can  demonstrate  the  capability,  either through
training,  education,  business  experience,  or a combination of the above,  to
operate a gaming  casino;  (b) the proposed  financing of the  riverboat and the
gaming operations is adequate for the nature of the proposed  operation and from
a source  suitable and  acceptable  to the  Louisiana  Board;  (c) the applicant
demonstrates a proven ability to operate a vessel of comparable  size,  capacity
and complexity to a riverboat so as to ensure the safety of its passengers, with
each  employee  being  appropriately  Coast Guard  certified;  (d) the applicant
submits a detailed  plan of design of the  riverboat  in its  application  for a
license;  (e) the applicant  designates the docking facilities to be used by the
riverboat;  (f) the applicant shows adequate  financial ability to construct and
maintain a riverboat;  and (g) the  applicant  has a good faith plan to recruit,
train and upgrade minorities in all employment classifications.

      The Company's  original  five-year gaming license for the Casino Rouge was
up for renewal in July 1999. On June 15, 1999, the Company received  conditional
license  approval  from  the  Louisiana  Board  until  the  completion  of their
investigation.  It is not  possible  to predict  when the  Louisiana  Board will
complete its investigation, and no time line for such completion has been given.
In connection with the Company's renewal application each of the Company and its
officers,  directors,  managers,  principal  shareholders and their officers and
directors and key gaming  employees will be subject to strict  scrutiny and full
suitability and approval by the Louisiana  Board. The factors that the Louisiana
Board has stated it will consider, among others, in order to renew the Company's
license,  include the  Company's  compliance  with all the  requirements  of the
Louisiana Act, the approval of various systems and procedures, the demonstration
of good  character  (including an examination of criminal and civil records) and
methods of business  practice.  As a result of the Justice  Department's  recent
indictments  of former  Louisiana  Governor  Edwin  Edwards  and  certain  other
persons,  none of whom are affiliated with the Company,  on charges relating to,
among other things,  gaming licenses in Louisiana,  the Louisiana regulators are
applying  greater  scrutiny to the  suitability  and  business  practices of the
licensees.  The Company believes it will be successful in receiving a renewal of
its  license  from the  Louisiana  Board,  but no  assurance  can be given as to
whether or when the license will be extended,  or the extent of any restrictions
that may be imposed as a condition to the issuance thereof.  The Louisiana Board
may  also  seek to  impose,  as a  condition  of the  license  renewal,  certain
Louisiana,  minority and female  employment  and  procurement  goals.  The loss,
suspension or failure to obtain a renewal of such license, or the renewal of the
license subject to burdensome  conditions,  would have a material adverse effect
on the Company.

      Other  regulations  imposed by the Louisiana Act or rules adopted pursuant
thereto  include,  but are not limited to, the  following:  (a) the Company must
periodically  submit financial and operating reports to the Louisiana Board; (b)
owners holding  greater than a 5% interest in the Company must be found suitable
by the  Louisiana  Board;  (c) any  individual  who is found to have a  material
relationship  to,  or  involvement  with,  the  Company  may be  required  to be
investigated for suitability;  (d) if a director,  officer, or key employee were
found to be unsuitable,  the Company would have to sever all relationships  with
that person; (e) the transfer of a license or permit or an interest in a license
or permit is prohibited without prior approval;  (f) the Company must notify the
Louisiana Board of any withdrawals of capital, loans, advances, or distributions
in excess of 5% of retained  earnings upon completion of such  transaction;  and
(g) the  Company  must give  prior  notification  to the  Louisiana  Board if it
applies  or  receives,  accepts  or  modifies  the  terms  of any  loan or other
financing  transaction.  In some cases,  the Louisiana Board will be required to
investigate  the reported  transaction  and to either  approve or disapprove the
transaction.

      The  Louisiana  Act  or  rules  adopted  pursuant  thereto  place  certain
restrictions  and  conditions  relating to the  operation of  riverboat  gaming,
including  the  following:  (a) gaming is not  permitted  while a  riverboat  is
docked,  other than the forty-five minutes between excursions,  and during times
when  dangerous   weather  or  water  conditions  exist,  as  certified  by  the
riverboat's  master;  (b) each round-trip  riverboat cruise may not be less than
three nor more than eight hours in duration,  subject to  specified  exceptions;
(c) agents of the  Louisiana  Board are  permitted  on board at any time  during
gaming  operations;  (d) gaming  devices,  equipment  and  supplies  may only be
purchased or leased from permitted suppliers;  (e) gaming may only take place in
the  designated  gaming area while the  riverboat is upon a designated  river or
waterway; (f) gaming equipment may not be possessed,  maintained or exhibited by
any person on a riverboat except in the specifically  designated gaming area, or
a secure  area used for  inspection,  repair or storage of such  equipment;  (g)
wagers may be received only from a person present on a licensed  riverboat;  (h)
persons  under 21 are not  permitted  on gaming  vessels;  (i)  except  for slot
machine play,  wagers may be made only with tokens,  chips or  electronic  cards
purchased  from the licensee  aboard a  riverboat;  (j)  licensees  may only use
docking facilities and routes for which they are licensed and may only board and
discharge  passengers at the riverboat's licensed berth; (k) licensees must have
adequate  protection  and  indemnity  insurance;  (l)  licensees  must  have all
necessary  federal  and  state  licenses,   certificates  and  other  regulatory
approvals  prior to operating a riverboat;  and (m) gaming may only be conducted
in accordance with the terms of the license, the Louisiana Act and the rules and
regulations adopted by the Louisiana Board.

      Fees for  conducting  gaming  activities  on a  riverboat  pursuant to the
Louisiana  Act include (i) $50,000 per riverboat for the first year of operation
and $100,000  per year per  riverboat  thereafter  plus (ii) 18.5% of net gaming
proceeds. The Louisiana Act also authorizes the local governing body to assess a
boarding fee up to $2.50 in East Baton Rouge Parish. The City of Baton Rouge has
imposed an  admission  fee of $2.50 for each patron  boarding  the  vessel.  For
fiscal year ended  November 30,  1999,  the  Company's  boarding fee expense was
$3,924,000.  For competitive reasons, the Company and its Baton Rouge competitor
have  elected not to collect  boarding  fees from  patrons and instead pay those
fees from their respective earnings.

      Proposals  to  amend  or  supplement  the  Louisiana  Act  are  frequently
introduced  in  the  Louisiana  State  legislature.   In  addition,   the  state
legislature  from time to time considers  proposals to repeal the Louisiana Act,
which would  effectively  prohibit  riverboat  gaming in the State of Louisiana.
Although the Company does not believe that a prohibition of riverboat  gaming in
Louisiana  is likely,  no assurance  can be given that changes in the  Louisiana
gaming law will not occur or that such changes will not have a material  adverse
affect on the  Company's  business.  On November 5, 1996, in the six parishes in
which  riverboats  are  currently  located,  including  East Baton Rouge Parish,
voters approved the continuation of riverboat gaming. In East Baton Rouge Parish
and the six parishes as a whole,  the vote in favor of riverboat  gaming was 59%
and 66%, respectively.

      Legislation  may be proposed  that could involve the expansion of cruising
requirements;  the creation of "phantom" cruises; the establishment of a minimum
number  of  annual  cruises  a  vessel  must  take;  or  the   authorization  of
unrestricted dockside gaming. An expansion of cruising requirements could have a
negative impact on future gaming revenue and state tax revenue.

      In August  1996,  President  Clinton  signed a bill  creating the National
Gambling  Impact  Study   Commission  (the  NGISC"),   composed  of  individuals
associated  with the  gaming  industry  as well as  individuals  who are  openly
opposed to  legalized  gaming,  to examine  the  economic  and social  impact of
gaming.  The NGISC began a series of hearings on June 20,  1997,  and released a
report on its findings, together with recommended legislation and administrative
action, on June 18, 1999.  Although no  administrative  actions have been taken,
any  additional  regulation of the gaming  industry  resulting  from the NGISC's
recommendations  could have a material  adverse  impact on the gaming  industry,
including the Company.

United States Coast Guard

      Each  cruising  riverboat  also is  regulated  by the United  States Coast
Guard, whose regulations  affect boat design and stipulate on-board  facilities,
equipment and personnel (including  requirements that each vessel be operated by
a minimum  complement of licensed  personnel),  in addition to  restricting  the
number of  persons  who can be aboard  the boat at any one time.  The  Company's
riverboat must hold, and currently possesses, a Certificate of Inspection.  Loss
of a vessel's  Certificate of Inspection  would preclude its use as an operating
riverboat. For vessels of the Casino Rouge's type, the certificate of inspection
is renewed on an annual basis,  after a successful U.S. Coast Guard  Inspection.
The Casino Rouge has a current  certificate of inspection,  which was renewed in
November 1999.

      All shipboard employees of the Company,  even those who have nothing to do
with the actual operation of the vessel, such as dealers, cocktail hostesses and
security  personnel,  may be subject to the Merchant Marine Act of 1920,  which,
among  other  things,  exempts  those  employees  from state  limits on workers'
compensation  awards.  The Company  believes  that it has adequate  insurance to
cover employee claims.

The Shipping Act of 1916; The Merchant Marine Act of 1936

      The Shipping Act of 1916, as amended, and the Merchant Marine Act of 1936,
as amended, and applicable regulations thereunder contain provisions which would
prevent  persons who are not  citizens of the United  States from holding in the
aggregate more than 25% of the outstanding shares of the Company's common stock.
The  Company's  by-laws  provide that,  in the event a  shareholder's  ownership
prevents the Company from complying with the foreign  shareholder limits imposed
by these Acts, such shareholder  will be required,  within 30 days, to cure such
problem,  including through the sale of a requisite  percentage of its ownership
interest  in the  Company,  or the Company  will be  entitled  to purchase  such
requisite  percentage from such shareholder at the price the shareholder paid to
acquire  it.  Such  payment  from  the  Company  may be made in  cash,  notes or
preferred  stock  which,  in the opinion of a nationally  recognized  investment
banking firm,  have a value equal to the amount required to be paid. See "Market
for  Registrant's  Common  Equity  and  Related  Stockholder  Matters - Required
Divestiture  of Common  Stock".  There can be no  assurance,  however that these
restrictions  will be effective in insuring  that the Company  complies with the
foreign ownership requirements of those Acts.

General Non-Gaming Regulation

      The  Company is  subject to  federal,  state and local  environmental  and
safety and health laws,  regulations  and  ordinances  that apply to  non-gaming
business  generally,  such as the Clean Air Act, Federal Water Pollution Control
Act, Occupational Safety and Health Act, Resource Conservation Recovery Act, Oil
Pollution  Act  and  Comprehensive  Environmental  Response,   Compensation  and
Liability  Act,  each as amended.  The Company  has not  incurred,  and does not
expect to incur material expenditures with respect to such laws. There can be no
assurances, however, that the Company will not incur material liability pursuant
to such laws or any other applicable laws in the future.

Discouragement of Share Accumulations

      Louisiana  State  law  requiring   approval  by  the  Louisiana  Board  of
shareholders  over certain  thresholds  may discourage  accumulations  over such
limits and  therefore  may  discourage  changes in control of the  Company.  See
"Market for Registrant's  Common Equity and Related Stockholder Matters Required
Divestiture  of Common  Stock".  The  federal  laws  referred  to above may also
discourage ownership by shareholders that are not United States citizens.

ITEM 2.         PROPERTIES

      The Casino Rouge is located on the east bank of the  Mississippi  River in
Baton Rouge,  Louisiana on a 23-acre  site which  consists of an 18-acre  leased
site and five acres owned by the  Company.  The Company  leases the 18-acre site
pursuant to a 10-year lease entered into in January 1994,  the term of which may
be extended at the Company's option for four successive  five-year periods.  The
annual rent is equal to the greater of (a) 1.25% of all cash  revenue  generated
on or by the leased  premises or any  riverboat  docked there or (b) $33,333 per
month.  In addition,  the Company  prepaid rent of  approximately  $1,756,000 in
connection  with the  lessor's  acquisition  of nine acres of the  18-acre  site
subject  to the lease.  Pursuant  to the lease,  the  Company  must also pay all
property taxes. For the year ended November 30, 1999, the rental expense for the
casino site was $1,098,000 (excluding amortization of prepaid rent of $176,000).
The Company has the option to purchase  the entire  18-acre site on or after the
fifteenth anniversary of the date of the lease for a purchase price equal to the
then appraised value of the original nine acres subject to the lease  (excluding
improvements). In September 1998, the Company purchased approximately five acres
of land adjacent to its docking facilities for $1,100,000. In January 2000, land
improvements  were  completed to add 550 parking spaces to the new 5-acre parcel
at a cost of $808,000.

      The Company also leased a total of  approximately  81,600  square feet for
general  warehousing,  office use and employee  parking pursuant to two separate
two-year  leases.  On September 1, 1999, the Company  purchased a portion of the
previously   rented   facilities   for  $793,000.   The   acquisition   includes
approximately 1.3 acres of land, a warehouse, office space and employee parking.
This property was formerly  rented for $8,190 per month.  The remaining  rent is
$7,476 per month.  The lease is a triple net  lease,  has two  two-year  renewal
options  and  grants  the  Company  a right of first  refusal  to  purchase  the
property.  For the year ended  November  30,  1999,  the rental  expense for the
general warehousing, office use and employee parking sites was $163,000.

ITEM 3.         LEGAL PROCEEDINGS

      The Company is a party to pending legal proceedings  arising in the normal
course of its  business,  none of which the Company  believes is material to its
financial position or results of operations.

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

      Not applicable.


<PAGE>


                              PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

      There is no established  public  trading  market for the Company's  common
stock.  CRC and three  individual  shareholders  currently own over  ninety-nine
percent of the  outstanding  common stock.  See  "Security  Ownership of Certain
Beneficial  Owners  and  Management"  and  "Certain  Relationships  and  Related
Transactions."

      On January  27,  1999,  the  Company  issued $55 million of its 11% Senior
Secured   Notes  due  December  1,  2005,   (the  "1999   Notes")  to  qualified
institutional buyers and institutional  accredited investors in reliance on Rule
144A and pursuant to  exemptions  from  registration  under  Section 4(2) of the
Securities  Act of 1933, as amended.  In May 1999,  the Company  consummated  an
exchange offer for the 1999 Notes,  which  resulted in the Company  issuing new,
publicly  tradable  notes in  exchange  for the 1999  Notes.  The new  notes are
identical  in all  material  respects,  to the 1999  Notes  other  than  certain
provisions  relating to registration  rights and related liquidated  damages. On
May 28, 1999, the Company repurchased  $2,000,000 of the Senior Secured Notes at
a cost of $2,010,000 plus accrued interest.

      The 1999 Notes are secured by substantially  all of the Company's  assets,
other than certain excluded assets.  The indenture dated as of January 27, 1999,
(the "1999 Indenture") includes certain covenants which limit the ability of the
Company and its  restricted  subsidiaries  (as  defined in the 1999  Indenture),
subject to certain exceptions,  to: (i) incur additional indebtedness;  (ii) pay
dividends  or other  distributions,  repurchase  capital  stock or other  equity
interests or subordinated  indebtedness;  (iii) enter into certain  transactions
with affiliates; (iv) create certain liens or sell certain assets; and (v) enter
into certain mergers and consolidations.

      Under the terms of the 1999 Indenture, after December 1, 2002, the Company
may, at its option,  redeem all or some of the 1999 Notes at a premium that will
decrease  over time from 105.5% to 100% of their face  amount,  plus accrued but
unpaid  interest.  Prior to December 1, 2001,  if the  Company  publicly  offers
certain equity  securities the Company may, at its option,  apply certain of the
net proceeds from those transactions to the redemption of up to one-third of the
principal amount of the 1999 Notes at 111% of their face amount,  plus interest.
If the Company  goes  through a change in control,  it must give  holders of the
1999 Notes the  opportunity  to sell their 1999 Notes to the  Company at 101% of
their face amount, plus interest.

      During the year ended November 30, 1999 the Board of Directors authorized,
and the Company  paid, a total of  $3,498,000 in dividends to the holders of the
Company's  common stock.  The Company  intends to declare and pay dividends from
funds available therefore to the extent permitted based on future earnings,  the
1999 Indenture, legal limitations and available cash balances.

REQUIRED DIVESTITURE OF COMMON STOCK

      As noted herein,  there are various state and federal  regulations  on the
ownership of the Company's common stock. See "Business-Regulatory  Matters". The
Company's  By-laws  provide  that  if any  governmental  commission,  regulatory
authority,  entity,  agency or  instrumentality  (collectively,  an "Authority")
having  jurisdiction  over the Company or any  affiliate of the Company that has
granted a license,  certificate  of  authority,  franchise  or similar  approval
(collectively,  a  "License")  to the  Company or any  affiliate  of the Company
orders or requires any  shareholder  to divest any or all of the shares owned by
such shareholder (a "Divestiture  Order") and the shareholder  fails to do so by
the date  required by the  Divestiture  Order (unless the  Divestiture  Order is
stayed),  the Company  will have the right to acquire from the  shareholder  the
shares that the  shareholder  failed to divest as  required by such  Divestiture
Order. If, after reasonable notice and an opportunity for affected parties to be
heard, any Authority determines that continued ownership of the Company's common
stock by any  shareholder  shall be grounds  for the  revocation,  cancellation,
non-renewal, restriction or withholding of any License granted to or applied for
by the Company or any affiliate of the Company,  such  shareholder  shall divest
the  shares  that  provide  the  basis  for  such  determination,  and  if  such
shareholder  fails to  divest  such  shares  within  10 days  after the date the
Authority's   determination  becomes  effective  (unless  the  determination  is
stayed),  the  Company  shall have the right to  acquire  such  shares  from the
shareholder.

      If the Company  determines that persons who are not citizens of the United
States as determined  under the Shipping Act of 1916 or the Merchant  Marine Act
of 1936 (the "Foreign Citizens") own more than 25% of the Company's  outstanding
common stock,  the Company may require the Foreign  Citizen(s) who most recently
acquired the shares that bring total  foreign  ownership to more than 25% of the
outstanding  common stock (the "Excess  Shares") to divest the Excess  Shares to
persons who are United States  citizens.  If the Foreign  Citizen(s) so directed
fail to divest the Excess Shares to United States  citizens within 30 days after
the date on which the Company gives a written  notice to the Foreign  Citizen(s)
to divest the Excess  Shares,  the  Company  shall have the right to acquire the
shares that the Foreign Citizen(s) failed to divest as required by the Company's
notice.  Such acquisition from the Foreign Citizen(s) need not be preceded by an
order  or  requirement  by an  Authority,  nor  is  there  any  requirement  for
notification within a specified period.

      Whenever the Company has the right to acquire  shares of common stock from
a shareholder pursuant to the provisions described in the preceding  paragraphs,
the Company  will pay the  shareholder  a price per share equal to the price per
share paid by the  shareholder  to acquire such common stock.  Such payment from
the Company may be made by cash,  notes or preferred stock which, in the opinion
of a  nationally  recognized  banking  firm,  have a value  equal to the  amount
required to be paid.

      When any  Divestiture  Order is entered or when the  Company  tenders  the
consideration for which it may acquire shares, as described above, the shares in
question  shall no longer be entitled to any  voting,  dividend or other  rights
until  such  time  as they  have  been  appropriately  divested.  The  foregoing
provisions of the By-laws  relating to required  divestiture are in addition to,
and not in replacement of, any applicable requirements.

      The  provisions  of  the  by-laws  described  above  are  uncommon  and no
controlling  precedent  has  been  found  to  determine  how  such  by-laws  (or
comparable  provisions  in the Articles of  Incorporation)  would be enforced or
whether they are  enforceable.  There can be no  assurance  that they will prove
enforceable or that, even if they are  enforceable,  that they will be effective
in  insuring  that  the  Company   complies  with  the   applicable   regulatory
requirements.

REDEEMABLE PREFERRED STOCK

      The  Company's  Articles  of  Incorporation  authorize  50,000  shares  of
preferred stock, of which 11,000 shares were designated as redeemable  preferred
stock and issued to and held by Thomas L. Meehan one of the Company's directors.
The redeemable  preferred stock received  non-cash  cumulative  dividends at the
rate of 12% per annum. On November 30, 1998, the redeemable  preferred stock was
redeemed and all accrued and unpaid dividends were paid. Currently, no shares of
preferred stock are outstanding.


<PAGE>



ITEM 6.    SELECTED FINANCIAL DATA

      The following selected financial  information for each of the fiscal years
presented below has been derived from the Company's financial statements,  which
have been audited by  PricewaterhouseCoopers  LLP, independent accountants.  The
information presented below should be read in conjunction with, and is qualified
in its  entirety by  reference  to,  "Management's  Discussion  and  Analysis of
Financial  Condition  and Results of  Operations"  and the  Company's  financial
statements and the notes thereto appearing elsewhere herein.
                                Fiscal Year Ended November 30,
                           -----------------------------------------
                            1999    1998    1997     1996    1995
                           ------- ------- -------- ------- --------
Statement of Operations    (dollars in thousands, except per share
Data:                                       data)
Revenues:
  Casino                  $82,250 $68,845  $67,694 $74,615  $65,187
  Food and beverage         6,636   5,501    6,253   6,242    6,112
  Other                       828     673    1,013   1,062      563
                           ------- ------- -------- ------- --------
                           89,714  75,019   74,960  81,919   71,862
  Less: promotional         5,057   4,174    5,216   5,159    4,779
        allowances
                           ------- ------- -------- ------- --------
  Net revenues             84,657  70,845   69,744  76,760   67,083
                           ------- ------- -------- ------- --------
Costs and expenses:
  Casino                   38,439  33,302   31,826  33,947   29,849
  Food and beverage         1,659   1,538    1,318   1,293    1,619
  Selling, general and     24,316  20,948   21,039  21,954   18,085
  administrative
  Depreciation and          5,382   4,762    4,334   4,162    3,584
  amortization
  Pre-opening expenses          -       -        -       -    1,625
                           ------- ------- -------- ------- --------
Total operating expenses   69,796  60,550   58,517  61,356   54,762
                           ------- ------- -------- ------- --------
  Operating income         14,861  10,295   11,227  15,404   12,321
Other income (expense):
  Interest income             671     428      280     241      344
  Interest expense         (6,768 )(6,376 ) (5,955 )(7,002 ) (6,675 )
                           ------- ------- -------- ------- --------
Income before  provision    8,764   4,347    5,552   8,643    5,990
for income taxes and
extraordinary loss
Provision for income taxes  3,474   1,666    2,045   1,340        -
                           ------- ------- -------- ------- --------
Income before               5,290   2,681    3,507   7,303    5,990
extraordinary loss
Extraordinary loss on       1,731       -        -       -        -
early extinguishment of
debt
                           ======= ======= ======== ======= ========
Net income                 $3,559  $2,681   $3,507  $7,303   $5,990
                           ======= ======= ======== ======= ========

Ratio of earnings to         2.20 x  1.83 x   1.95 x  2.25 x   1.60 x
fixed charges (a)
Share and Per Share Data
(b):
  Basic earnings per share
   Earnings before          $5.32   $2.57    $3.37   $6.70    $2.71
   extraordinary loss per
   share
   Extraordinary loss per   (1.74 )     -        -       -        -
   share
                           ------- ------- -------- ------- --------
   Basic earnings per       $3.58   $2.57    $3.37   $6.70    $2.71
   share
                           ======= ======= ======== ======= ========
  Diluted earnings per
  share
   Earnings before          $5.32   $2.46    $2.97   $6.31    $2.70
   extraordinary loss per
   share
   Extraordinary loss per   (1.74 )     -        -       -        -
   share
                           ------- ------- -------- ------- --------
   Diluted earnings  per    $3.58   $2.46    $2.97   $6.31    $2.70
   share
                           ======= ======= ======== ======= ========
Cash dividends declared
  on common stock
  and common equivalent     $3.52   $1.76    $0.42   $3.82    $2.67
  shares
                           ======= ======= ======== ======= ========

Weighted average common   994,549   982,783   982,783   982,783   982,783
shares outstanding
Weighted average common   994,549 1,135,783 1,135,783 1,135,783 1,135,783
equivalent shares
outstanding



                                     At November 30,
                      -----------------------------------------------
                       1999     1998      1997      1996     1995
                      -------- --------  -------- --------- ---------
                                 (dollars in thousands)
Balance Sheet Data:
Current assets        $21,474  $16,531   $16,807   $11,630  $12,059
Total assets           65,764   62,023    59,757    58,438   62,692
Current                 8,594    4,890    11,625    12,612   13,863
liabilities(c)
Long-term              53,000   50,000    40,732    42,656   49,609
obligations (d)
Redeemable preferred
stock and common
  stock warrants (e)        -    4,131     6,004     5,872    5,740
Shareholders' equity      126        8      (790 )  (3,683 ) (6,520 )
(deficit)

(a) Fixed charges  include  interest  charges,  amortization of debt expense and
discounts,  and the change to the accreted  value of the  Company's  outstanding
common stock purchase warrants.

(b) Earnings per share  amounts have been  restated to conform to the  Financial
Accounting  Standards  Board  Statement  No. 128  "Earnings  per  Share."  Basic
earnings  per share are  calculated  by dividing  net income  assigned to common
shareholders by weighted average common shares outstanding. Diluted earnings per
share are  calculated  by dividing  net income  assigned to common  shareholders
before  distributions to  warrantholders  by weighted average common  equivalent
shares outstanding.

(c) Amounts as of November 30, 1996 and 1997,  include  $1,700,000 for estimated
dispute resolution cost.

(d) Amounts as of November 30, 1995,  include  $1,700,000 for estimated  dispute
resolution cost.

(e) Such amounts include preferred stock of approximately $1,364,000, $1,496,000
and  $1,628,000 as of November 30, 1995,  1996 and 1997,  respectively,  and the
assigned  value of the warrants of  approximately  $4,376,000 as of November 30,
1995,  1996 and 1997, and  approximately  $4,131,000  million as of November 30,
1998.


<PAGE>



ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

      On December 28, 1994,  the Company  commenced  operations of its riverboat
gaming  facility  in Baton  Rouge,  Louisiana.  The  Company's  activities  from
inception have been financed from (i) cash flow from operations, (ii) equity and
other  capital  contributions  of  the  shareholders,  (iii)  secured  equipment
financing,  (iv) a  December  1993  debt  offering  of 51,000  units,  each unit
consisting  of $1,000  principal  amount  of a Senior  Secured  Note (the  "1993
Notes") and three  warrants to purchase one share each of the  Company's  common
stock, (v) a November 1998 offering  consisting of $50,000,000 of Senior Secured
Increasing  Rate Notes (the "1998  Notes"),  the  proceeds of which were used to
repay the 1993  Notes,  and (vi) the 1999  Notes,  which  proceeds  were used to
defease and redeem the 1998 Notes and for general corporate purposes.

RESULTS OF OPERATIONS

Year ended November 30, 1999, compared to year ended November 30, 1998.

      According  to publicly  filed  reports  with the  Louisiana  Board,  total
taxable  casino  revenue for the two riverboats in the Baton Rouge gaming market
for  the  years  ended  November  30,  1999  and  1998,  were  $138,033,000  and
$118,806,000,  respectively.  Riverboat  casino patron counts in Baton Rouge for
the same respective periods were 2,655,000 and 2,571,000.  The Company's taxable
casino revenues and customer counts increased 21.4% and 12.8%, respectively, for
the year ended November 30, 1999,  compared to 1998. The Company's  competitor's
riverboat  taxable casino  revenues  increased 8.6% while their customer  counts
declined 7.9%, for the year ended November 30, 1999, compared to the same period
in 1998.  The  Company's  share of the Baton Rouge  gaming  market was 61.9% and
59.3% of casino  revenues and 59.1% and 54.2% of admissions  for the years ended
November 30, 1999 and 1998, respectively.

      Casino  revenues for the Company were  $82,250,000 and $68,845,000 for the
years ended November 30, 1999, and 1998,  respectively.  Casino revenues consist
of gaming machine and table revenues. Revenues from casino operations were 81.0%
from gaming  machines  and 19.0% from table games in 1999  compared to 78.0% and
22.0%, respectively, for 1998. Such mix for gaming machines and gaming table win
is  attributable  to the  continuing  popularity  of gaming  machines  among the
Company's  base casino  patrons and generally  conforms to that  experienced  by
riverboats throughout Louisiana. Gaming machine revenues increased 24.1% in 1999
compared to 1998 primarily due to a 22.8%  increase in coin in. Table  revenues,
excluding  poker,  decreased  2.2% in 1999 compared to 1998 due to a decrease in
hold percentage from 21.2% to 20.4% on an annual basis, offset by an increase of
1.7% in table  game  drop.  Poker  win for 1999  and  1998  was  $1,278,000  and
$494,000,  respectively. For the year ended November 30, 1999, the Company's win
per passenger  increased 5.9% to $52.40 compared to $49.46 in the same period of
1998.

      Casino  expenses  for the year  ended  November  30,  1999  and 1998  were
$38,439,000 and $33,302,000,  respectively,  which represents 46.7% and 48.4% of
casino revenues in each period.  Overall casino expenses  increased  during 1999
primarily  due to the  market's  increased  gaming  activity  and the  Company's
increase in market share in both casino  revenue and patrons,  which resulted in
increased  gaming and patron  taxes.  Overall  casino  expenses  as a percent of
casino revenue decreased during 1999 primarily due to the elimination of various
special events and promotions.

      Selling,   general  and  administrative   expenses  were  $24,316,000  and
$20,948,000  for the years ended November 30, 1999 and 1998,  respectively.  The
increase in selling,  general and  administrative  expenses was mainly due to an
increase in revenue based rent and management fees and increased legal fees.

      Net interest  expense was  $6,097,000  and  $5,948,000 for the years ended
November  30,  1999  and  1998,  respectively.  The  increase  was  due  to  the
defeasement  of the 1998 Notes and additional  debt  outstanding at November 30,
1999.

      The Company recorded a market value warrant adjustment of $245,000 for the
year ended  November 30, 1998, to reduce the accreted  value of its  outstanding
redeemable  common stock  warrants to  $4,131,000.  Pursuant to the terms of the
warrants,  the Company was obligated to purchase the warrants during fiscal 1999
to the extent the  holders  exercised  their put  rights.  Initially  holders of
138,900 warrants  exercised their put rights.  The actual purchase price for the
138,900 warrants,  as determined by two independent  investment banking firms in
accordance  with the original  agreements  issued in 1993,  was  $3,750,000.  On
September 21, 1999, at a former  warrantholder's  request, the Company purchased
from such  warrantholder  12,000 shares of the Company's common stock, that were
issued in respect to the warrants that such  warrantholder  held,  for $324,000,
the price originally offered for the warrants.

Year ended November 30, 1998, compared to year ended November 30, 1997.

      According  to publicly  filed  reports  with the  Louisiana  Board,  total
taxable casino  revenues for the two riverboats in the Baton Rouge gaming market
for  the  years  ended  November  30,  1998  and  1997,  were  $118,806,000  and
$117,058,000,  respectively.  Riverboat  casino patron counts in Baton Rouge for
the same respective periods were 2,571,000 and 2,768,000.  The Company's taxable
casino revenues increased 1.5% while customer counts decreased 7.1% for the year
ended November 30, 1998,  compared to 1997. The Company's  competitor's  taxable
revenues  remained flat as their  customer  count  decreased  8.4%, for the year
ended November 30, 1998 compared to 1997. The Company's share of the Baton Rouge
gaming  market  was 59.3% and  58.6% of casino  revenues  and 54.2% and 53.5% of
admissions for the years ended November 30, 1998 and 1997, respectively.

      Casino  revenues for the Company were  $68,845,000 and $67,694,000 for the
years ended November 30, 1998 and 1997, respectively. Casino revenues consist of
gaming machine and table  revenues.  Revenues from casino  operations were 78.0%
from gaming  machines  and 22.0% from table games in 1998  compared to 75.2% and
24.8%, respectively, for 1997. Such mix for gaming machines and gaming table win
is  attributable  to the  continuing  popularity  of gaming  machines  among the
Company's  base casino  patrons and generally  conforms to that  experienced  by
riverboats throughout Louisiana.  Gaming machine revenues increased 5.5% in 1998
compared to 1997  primarily due to a 5.6%  increase in coin in. Table  revenues,
excluding  poker,  decreased  11.2%  in 1998  compared  to  1997  due to a 16.7%
decrease in table game drop offset by an improvement of the hold percentage from
20.1% to 21.2% on an annual basis.  Poker win for 1998 and 1997 was $494,000 and
$300,000, respectively.  Management believes that the decline in table game drop
is a direct result of patrons converting to gaming machines due to new, exciting
and innovative gaming equipment being introduced by the casino industry. For the
year ended November 30, 1998, the Company's win per passenger  increased 8.3% to
$49.46 compared to $45.69 in the same period of 1997.

      Casino  expenses  for the year  ended  November  30,  1998 and 1997,  were
$33,302,000 and $31,826,000,  respectively,  which represents 48.4% and 47.0% of
casino revenues in each period.  Overall casino expenses increased primarily due
to the introduction of the Company's Rouge Arena, a temporary  facility used for
concerts,   sporting   activities,   customer  parties  and  other   promotional
activities. The facility was in use through July 1998.

      Selling,   general  and  administrative   expenses  were  $20,948,000  and
$21,039,000  for the years  ended  November  30,  1998 and  1997,  respectively.
Overall  selling,  general and  administrative  expenses for 1998 are lower than
1997 due primarily to a decrease in risk management costs partially offset by an
increase in legal expenses.

      Net interest  expense was  $5,948,000  and  $5,675,000 for the years ended
November 30, 1998 and 1997,  respectively.  The increase in interest  expense is
primarily due to interest and related  financing costs being charged on both the
1993 Notes and the 1998 Notes for a six day period  during which  proceeds  from
the 1998 Notes were escrowed to repay the 1993 Notes.

      The Company had recorded a market value warrant adjustment of $245,000 for
the  year  ended  November  30,  1998,  to  reduce  the  accreted  value  of its
outstanding  redeemable  common stock  warrants to  $4,131,000.  Pursuant to the
terms of the warrants the Company was obligated to purchase the warrants  during
fiscal 1999 to the extent the  holders  exercised  their put rights.  Holders of
138,900 warrants  exercised their put rights.  The actual purchase price for the
138,900 warrants,  as determined by two independent  investment banking firms in
accordance  with the original  agreements  issued in 1993,  was  established  at
$3,750,000.

LIQUIDITY AND CAPITAL RESOURCES

      During the year ended November 30, 1999, the Company generated $16,067,000
in cash flows from  operations  as  compared  to  $6,693,000  for the year ended
November 30, 1998. The increase in cash flows from  operations was primarily due
to an increase in net income,  the settlement of a dispute regarding  consulting
services and early payment of interest related to the 1993 Notes.

      Cash flows used for investing activities were $6,165,000 and $472,000, for
the years ended November 30, 1999 and 1998, respectively. The 1998 amount is net
of $4,807,000 of restricted  cash, as permitted by the indenture under which the
1993 Notes were issued (the "1993  Indenture").  In 1999, the Company purchased,
for $793,000,  approximately 1.3 acres of previously leased land,  consisting of
1,600 square feet of offices,  a warehouse  and employee  parking.  In addition,
approximately  $1,492,000  was spent on vessel  remodeling.  In 1998 the Company
acquired  approximately  five acres of land adjacent to its docking facility for
approximately  $1,100,000.  The remaining  uses of funds for each of the periods
were primarily for capital expenditures for continuing operations.

      Cash flows used for financing  activities for the years ended November 30,
1999 and 1998, were $5,730,000 and $620,000,  respectively.  In 1999 the Company
used such cash flows for dividend  payments to shareholders  of $3,498,000,  the
purchase of common stock warrants and related common stock of $4,074,000 and the
purchase of $2,000,000 of the outstanding  1999 Notes offset by the net proceeds
from the  issuance of the 1999 Notes.  In 1998,  the  Company  sold  $50,000,000
principal   amount  of  1998  Notes.   The  net  proceeds  from  such  offering,
approximately $47,500,000 million, were used to repay the outstanding 1993 Notes
of  $43,946,000  and to redeem  the  Company's  redeemable  preferred  stock and
related  accrued  dividends  of  $1,760,000  from Thomas L.  Meehan,  one of the
Company's directors. In addition, the Company issued dividend payments to common
shareholders and distributions to warrantholders of $1,996,000.

      In January 1999, the Company  issued the 1999 Notes.  The Company used the
proceeds  to  defease  and  redeem  the 1998  Notes  and for  general  corporate
purposes.  The 1999 Indenture includes certain covenants which limit the ability
of the  Company  and  its  restricted  subsidiaries,  (as  defined  in the  1999
Indenture) subject to certain exceptions, to: (i) incur additional indebtedness;
(ii) pay  dividends or other  distributions,  repurchase  capital stock or other
equity  interests  or  subordinated  indebtedness;   (iii)  enter  into  certain
transactions with affiliates;  (iv) create certain liens or sell certain assets;
and (v)  enter  into  certain  mergers  and  consolidations.  As a result of the
restrictions,  the ability of the Company to incur  additional  indebtedness  to
fund operations or to make capital  expenditures is limited.  To the extent that
cash flow from  operations  is  insufficient  to cover  cash  requirements,  the
Company  would be required  to curtail or defer  certain  capital  expenditures,
which, under those circumstances,  could have an adverse effect on the Company's
operations.

      Historically,   the  Company  has  incurred  annual  maintenance   capital
expenditures of approximately  $2,500,000.  The Company anticipates  maintenance
capital expenditures in 2000 of $3,000,000.  In addition,  the Company may incur
additional discretionary capital expenditures.  Management believes that cash on
hand and cash generated from  operations  will be sufficient to satisfy  working
capital  requirements and maintenance  capital  expenditures for the foreseeable
future.  However,  there can be no  assurance  that the Company  will be able to
generate sufficient cash flow.

YEAR 2000

      To date the Company has not  experienced any material Year 2000 issues and
has also been informed by its material  suppliers and vendors that they have not
experienced  material  Year 2000  issues.  The  Company has not spent a material
amount on Year 2000 issues.  Most of the Company's  expenses have related to the
operating  costs  associated with time spent by employees and consultants in the
evaluation  and   implementation   process  and  Year  2000  compliance  matters
generally. The Company will continue to monitor any on-going Year 2000 issues.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

      The  market  risk  inherent  in  the  Company's   market  risk   sensitive
instruments  and positions is the  potential  change  arising from  increases or
decreases in interest rates as discussed below. Generally,  the Company's market
risk  sensitive  instruments  and  positions  are  characterized  as "other than
trading." The discussion of the Company's  exposure to market risk represents an
estimate of possible  changes in fair value or future  earnings that would occur
assuming hypothetical future movements in interest rates. The Company's views on
market risk are not necessarily  indicative of actual results that may occur and
do not represent  the maximum  possible  gains and losses that may occur,  since
actual  gains and  losses  will  differ  from those  estimated,  based on actual
fluctuations in interest rates and the timing of transactions.

      The Company has entered into fixed-rate debt  obligations.  As of November
30, 1999 and 1998,  the carrying  values of the Company's  long-term  fixed-rate
debt, including accrued interest, was approximately $55,900,000 and $50,100,000,
respectively,   compared  to  fair  values  of  $57,500,000   and   $50,100,000,
respectively.  Fair values were  determined  using quoted market  prices,  where
applicable,  or future cash flow discounted at market rates for similar types of
borrowing arrangements. Each approximate 10 percent change in the interest rates
applicable  to  such  debt  for  1999  and  1998  would  result  in  changes  of
approximately  $4,800,000 and  $4,500,000,  respectively,  in the fair values of
these instruments.  If these instruments are held to maturity, no change in fair
value will be realized.

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Reference is made to the Index to Financial Statements on page 22.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

      Not applicable.


<PAGE>


                             PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth  below is  certain  information  with  respect  to the  directors  and
executive officers of the Company.

NAME                     AGE  POSITION
Sherwood M. Weiser....  68    Chairman of the Board of Directors
Dan S. Meadows........  53    President  and Vice  Chairman  of the
Board of Directors
Thomas L. Meehan......  55    Director
Leon R. Tarver II.....  57    Director
W. Peter Temling......  52    Chief Financial  Officer,  Secretary,
Treasurer and Director
Dale A. Darrough......  52    General Manager

The following information summarizes the business experience during at least the
past five years of each director and executive officer of the Company.

      Sherwood  M.  Weiser  has been the  Chairman  of the Board of
Directors of the Company since  September  1998. Mr. Weiser also is
Chairman of the Board of Directors,  President and Chief  Executive
Officer   of  CRC  and   held   the   same   positions   with   CHC
International,  Inc.  ("CHC"),  a  predecessor  of CRC,  from March
1994 until June 1998.  From 1990 to March 1994,  Mr.  Weiser served
as Chairman and Chief  Executive  Officer of TCC, a predecessor  of
CHC.  Mr.  Weiser is a member of the Board of Directors of Carnival
Corp.  (NYSE:  CCL)  and  serves  as a  member  of  the  Nominating
Committee  and  Chairman  of the  Compensation  Committee  and Plan
Administration  Committee  of the Board of  Directors  of  Carnival
Corp.  Mr.  Weiser is also a member of the  Board of  Directors  of
Mellon  United  National  Bank, a subsidiary  of Mellon Bank (NYSE:
MEL), and Wyndham  International,  Inc.  (NYSE:  WYN) and a trustee
of the University of Miami.

      Dan S.  Meadows  has been  President  and a  director  of the
Company  since  October  1993 and  Vice  Chairman  of the  Board of
Directors  since  September  1998.  From the  incorporation  of the
Company until October  1993, he served as  Secretary/Treasurer.  He
was  elected a  director  in July  1993.  From  April 1993 to April
1995,  Mr.  Meadows  was  based in  Baton  Rouge  and was  directly
responsible  for  the  development  and  licensing  of  the  Casino
Rouge.  Mr.  Meadows and Mr.  Thomas L. Meehan are the co-owners of
Synura,   Inc.   ("Synura"),   which   provided   funding  for  two
corporations in which they own a significant  interest:  Sportlite,
Inc.,  an  Arizona  corporation  involved  in the  development  and
marketing  of  energy  saving  lighting,   and  the  Company.   Mr.
Meadows is currently  the  President and a Director of Synura and a
Director  of  Sportlite,  Inc.  Prior to  co-founding  Synura;  Mr.
Meadows was involved in real estate  development  and marketing for
19 years.

      Thomas L.  Meehan has been a director  of the  Company  since
September  1998.  Mr.  Meehan  also  served as the  Chairman of the
Board  of  Directors  of  the  Company  from  its  inception  until
October  1993.  Mr.  Meehan is President  and Chairman of the Board
of  Sportlite,  Inc. and Chairman of the Board of Synura.  In 1979,
Mr. Meehan co-founded  National  Electric,  Inc. ("NEI") and served
as  President  and  Director  from 1979 until  1989.  In 1987,  NEI
merged its  business  with  Westinghouse  Electric  Corporation  to
become  Aptus.  Mr.  Meehan  presently  is a member of the Board of
Directors of  Manchester  Commercial  Finance,  ATTA,  L.L.C.,  LTM
LTD., and Intergenerational Living and Health Care.

      Leon R. Tarver II has been a director  of the  Company  since
December  1994.  Since  January 1997,  he has been  President,  and
since  January  1992,  Professor  of  Public   Administration,   of
Southern  University  in Baton Rouge.  From  February  1994 through
December  1996, Mr. Tarver was  Chancellor  for  Administration  of
Southern  University.  From August 1989 to January 1992, Mr. Tarver
served as the  Secretary  of the  Louisiana  Department  of Revenue
and Taxation.

      W. Peter Temling has been Chief Financial Officer, Secretary and Treasurer
of the Company  since May 1998 and became a director of the Company in September
1998. From October 1993 to May 1998 he was Acting Chief Financial Officer of the
Company.  He was a director of the Company from November  1993 through  November
1994. He also is Executive Vice  President/Finance  and Chief Financial  Officer
and a director of CRC and held the same  positions with CHC from 1994 until June
1998.  Prior to the  formation  of CHC in March 1994,  Mr.  Temling held similar
positions  with TCC. Mr.  Temling joined TCC in 1981 after serving 12 years with
the Sheraton Corporation,  where his responsibilities included business planning
for more than 100 hotels,  the opening of hotels  worldwide  and  directing  the
financial  functions  for the  franchise  division  consisting of 400 hotels and
inns. Mr. Temling also is a certified public accountant.

      Dale A. Darrough has been General  Manager of the Company  since  February
1996. From October 1995 to February 1996, he served as Executive Vice President,
Operations,  with Shuffle Master Gaming,  Inc. Prior thereto,  from August 1995;
Mr. Darrough was a Consultant to Hyatt  Development Corp. He held positions with
Bally's Casino Resort from April 1991 to July 1995, most recently as Senior Vice
President, Casino Operations.

ITEM 11.   EXECUTIVE COMPENSATION

      The following table provides a summary of the  compensation for the fiscal
years ended  November 30, 1999,  1998 and 1997, of the Chairman of the Board and
President of the Company and the other  executive  officers  who  received  cash
compensation in excess of $100,000 during fiscal 1999 from the Company.

                    SUMMARY COMPENSATION TABLE


                                                            Other Annual
Name and Position        Year       Salary     Bonus        Compensation (1)
Sherwood M. Weiser (2)   1999        $--        $--                 $--
 Chairman of the Board   1998        $--        $--                 $--

Dan S. Meadows (3)       1999        $--        $--                 $--
 President and Vice      1998        $--        $--                 $--
 Chairman of the Board   1997        $--        $--                 $--

Dale A. Darrough (4)     1999        $240,000   $115,000            $--
 General Manager         1998        $182,000   $ 40,000            $--
                         1997        $161,000   $ 50,000            $--

(1) Aggregate amount of other annual  compensation does not exceed the lesser of
$50,000 or 10% of executive officer's salary and bonuses.  (2) Mr. Weiser became
Chairman of the Board in September 1998. (3) Mr. Meadows  together with Mr. John
R. Rauen, Senior Vice  President/Operations of CRC, serve as the only members of
the  Executive  Committee  of the Board of  Directors.  They do not  receive any
compensation from the Company. They are reimbursed their reasonable expenses for
Board of Directors  meetings  attended as explained  below in  "Compensation  of
Directors". See "Security Ownership of Certain Beneficial Owners and Management"
and "Certain  Relationships and Related  Transactions."  (4) Mr. Darrough has an
employment  agreement  effective  September 21, 1999,  with an initial  two-year
term, with a two year extension at Mr. Darrough's  option.  The agreement states
that upon  termination,  without  cause,  Mr.  Darrough is entitled to two years
salary and two times his average bonus for the prior two years.

COMPENSATION OF DIRECTORS

      Directors  of the  Company  who are  either  employees  of the  Company or
elected  pursuant  to the  Shareholder  Agreement,  dated  October 8,  1993,  as
amended, by and among the Company, CRC, Jerry L. Bayles, Dan S. Meadows, Leon R.
Tarver II and Thomas L. Meehan (the  "Shareholder  Agreement"),  are  reimbursed
their reasonable  expenses for meetings attended but do not receive any separate
compensation.  As a director,  Mr. Tarver receives an annual retainer of $10,000
and reimbursement of reasonable  expenses for meetings attended.  On December 1,
1994, the Company  issued 2,450 shares of common stock to Mr. Tarver,  which are
now fully vested. In addition,  Mr. Tarver receives $24,000 annually to serve as
Chairman of the Company's Minority Business and Economic Advisory Committee. The
Company's Audit Committee consists of Messrs.  Meadows,  Rauen, Temling,  Meehan
and Tarver.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The  Company  has no  standing  Compensation  Committee  of the  Board  of
Directors;  therefore,  all  members of the Board of  Directors  participate  in
deliberations concerning executive officer compensation.

EXECUTIVE EMPLOYMENT AGREEMENT

      An employment  agreement  effective  September  21, 1999,  between Dale A.
Darrough,  General  Manager,  and the Company was signed on January 7, 1999. The
agreement  has an  initial  two-year  term,  with a two  year  extension  at Mr.
Darrough's  option.  Mr.  Darrough  shall receive  $250,000 in salary during the
first year of the agreement and $275,000 during the second year. During any year
of the two year  extension,  Mr.  Darrough's  salary shall be  determined by the
Executive  Committee  in its sole and  absolute  discretion.  In  addition,  the
agreement states that upon termination,  without cause, Mr. Darrough is entitled
to two years salary and two times his average bonus for the prior two years.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

      The following table sets forth certain  information  regarding  beneficial
ownership of the  Company's  common  stock as of February 23, 2000:  (a) by each
person who  beneficially  owned more than five percent of the  Company's  common
stock,  (b) by each of the Company's  directors,  (c) by each executive  officer
listed in the Summary  Compensation Table who is not a director,  and (d) by all
executive officers and directors as a group.

                                       Common Stock              Percent
Name and Address of Beneficial Owner   Beneficially Owned (1)    of Class

CRC Holdings, Inc., (3).............   588,200                      59.7%
d/b/a Carnival Resorts and Casinos
3250 Mary Street
Miami, FL 33133

Dan S. Meadows......................   130,711                      13.3%
3500 E. Lincoln Drive
Phoenix, AZ 85018

Jerry L. Bayles.....................   130,711                      13.3%
2236 Estate Road
Baton Rouge, LA 70808

Thomas L. Meehan....................   130,711                      13.3%
7331 Tilden Lane
Naples, FL 34108

Sherwood M. Weiser (3)..............   588,200                      59.7%
CRC Holdings, Inc.
3250 Mary Street
Miami, FL 33133

W. Peter Temling (3)................      --                           --
CRC Holdings, Inc.
3250 Mary Street
Miami, FL 33133

Leon R. Tarver, II..................     2,450                        (2)
16215 Chadsford Avenue
Baton Rouge, LA 70817

Dale A. Darrough....................      --                           --
Louisiana Casino Cruises, Inc.
1717 River Road North
Baton Rouge, LA 70802

All directors and executive officers
as a group (six persons)(3).........   852,072                      86.5%

(1) The voting and  investment  power with regard to the shares of common  stock
beneficially  owned  by  all  shareholders  is  restricted  by  the  Shareholder
Agreement.  (2) Less than 1%.  (3) Mr.  Weiser  and Mr.  Temling  are  principal
shareholders  and officers of CRC. Mr. Weiser has the right to vote in excess of
50% of the outstanding  common stock of CRC. Mr. Weiser and Mr. Temling disclaim
beneficial ownership of all shares of the Company's common stock held by CRC.


<PAGE>


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      CRC and the Company are parties to the Management  Agreement,  pursuant to
which,  CRC handles all aspects of Casino  Rouge's  management.  The  Management
Agreement  expires in December  2004,  subject to extension at the option of CRC
for an additional  10-year period.  CRC is entitled to an annual  management fee
equal to 2% of the  Company's  gross  revenues  plus 5% of its  total  operating
income (as such terms are  defined in the  Management  Agreement).  By  separate
agreement,  CRC has  agreed to pay  one-half  of the 5% fee  payable to CRC with
respect to the Company's total operating income to Dan S. Meadows, the Company's
President and Vice Chairman of the Board,  Jerry L. Bayles and Thomas L. Meehan,
one of the directors of the Company,  aggregate  holders of approximately 40% of
the Company's  common stock.  For the fiscal years ended November 30, 1999, 1998
and 1997,  the amount  earned by CRC pursuant to the  Management  Agreement  was
$2,758,000, $2,195,000 and $2,214,000,  respectively. For the fiscal years ended
November 30, 1999,  1998 and 1997,  the aggregate  amount paid by CRC to Messrs.
Meadows, Bayles and Meehan was $533,000, $369,000 and $407,000, respectively.

      Other than warrantholders who exercised warrants to purchase common stock,
all  shareholders  are parties to the  Shareholder  Agreement with regard to the
ongoing  operation,  management  and  financing of the Company.  Pursuant to the
Shareholder  Agreement,  all actions by the Company's Board of Directors require
the majority approval of the directors.  The Shareholder Agreement also provides
for an Executive  Committee of the Board,  consisting  of one nominee of CRC and
one nominee of the individual shareholders,  who currently are Mr. Rauen and Mr.
Meadows,  respectively.  All  actions of the  Executive  Committee  require  the
unanimous approval of both members. Unless rescinded by a vote of the holders of
51% of the outstanding common stock, the Shareholder Agreement provides that the
Executive  Committee is delegated all of the duties and  responsibilities of the
Board of Directors. The Shareholder Agreement also provides that certain actions
cannot be taken  without the approval of the holders of either 51% or 67% of the
outstanding  common stock, as the case may be, including:  (a) the authorization
or issuance of any additional  common stock (or any securities  convertible into
or rights to acquire common stock);  (b) the sale,  lease,  transfer,  mortgage,
pledge or other  disposition of or the acquisition of any assets of the Company,
other than in the ordinary  course of  developing or operating the Casino Rouge;
(c) the authorization or execution of contracts for major landsite improvements,
any amendment to the landsite lease and contracts for acquiring  additional land
as part of the Casino Rouge;  (d) all submissions to the Louisiana Board and any
modification  or amendment of any  approvals  or licenses;  (e) the  redemption,
retirement, purchase or other acquisition by the Company of any common stock and
the  declaration of any dividend or distribution on account of any capital stock
or any  merger,  consolidation,  split,  reverse  split or other  change  of the
capitalization of the Company; (f) the election of any additional members of the
Board of Directors;  (g) the approval of the  operational  budget for the Casino
Rouge presented by CRC pursuant to the Management Agreement;  (h) the resolution
of any  deadlock  between  the  members  of the  Executive  Committee;  (i)  any
amendment to the Articles of  Incorporation  or By-laws of the Company;  and (j)
the  initiation or settlement of any material  litigation or other dispute by or
against the Company.

      The  Shareholder  Agreement  also limits the  transfer of the common stock
owned by the  shareholders  party thereto.  The shares of common stock issued in
connection with the recent  exercise of certain  warrants are not subject to the
transfer or other  restrictions  contained in the  Shareholder  Agreement.  Such
restrictions  will also  lapse upon the  consummation  of a public  offering  of
common  stock.  Additionally,  any  transfer  must be  subject  to any  required
regulatory  approvals.  The transferee  must agree to hold its shares subject to
the  terms  of the  Shareholder  Agreement  and  must be of such  character  and
reputation so as not to jeopardize any  regulatory  approval held by the Company
or the  shareholders  and  affiliates  thereof.  Any  transfer,  other  than  to
Permitted Transferees (as defined in the Shareholder Agreement), is subject to a
right of  first  refusal  by the  other  parties.  If the  Management  Agreement
terminates for any reason,  CRC shall have the right to make an offer to sell to
the other shareholders  party to the Shareholder  Agreement all its common stock
or to purchase from such other  shareholders all their common stock on the terms
set forth in the offer.  The  Shareholder  Agreement  also  requires CRC, to the
extent  required by any  individual  vendor or supplier,  to negotiate and enter
into a guaranty of the Company's  payment  obligations under agreements to lease
or purchase gaming  equipment.  The terms of such guaranties shall be subject to
the approval of CRC.

      On September 15, 1998, the Company resolved a regulatory  inquiry from the
Louisiana  Board  relating to a 1994 stock  ownership  issue whereby the Company
agreed to reimburse the Louisiana  Riverboat Gaming Enforcement  Division of the
State Police (the  "Division")  $50,000,  constituting  the Division's costs and
expenses of conducting the investigation, pay a fine of $200,000 and comply with
a decree to establish a regulatory compliance committee.  CRC has reimbursed the
Company for such fine and costs.

      On November 30, 1998, the Company  redeemed from Thomas L. Meehan,  one of
the Company's  directors,  all 11,000 then  outstanding  shares of the Company's
redeemable preferred stock for an aggregate payment of $1,760,000, including all
accrued  dividends.  Such  redemption  was in accordance  with the terms of such
preferred stock.


<PAGE>


      ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                FORM 8-K

           a.   (1) Financial Statements

           The  following  financial  statements  of the  Company  and report of
           independent accountants are included on pages 23 through 35 hereto.

           Report of Independent Accountants

           Balance Sheets- November 30, 1999 and 1998.

           Statements of  Operations-  Years ended  November 30, 1999,  1998 and
           1997.

           Statements of Changes in Shareholders'  Equity (Deficit)- Years ended
           November 30, 1997, 1998 and 1999.

           Statements  of Cash Flows- Years ended  November  30, 1999,  1998 and
           1997.

           Notes to Financial Statements

                (2) Financial Statement Schedules.

           The  following  schedule and report of  independent  accountants  are
           included on pages 36 through 37 attached hereto and should be read in
           conjunction with the related financial statements and notes thereto.

           Schedules  not listed  above have been  omitted  because they are not
           applicable or are not required or the information  required to be set
           forth  therein  is  included  in the  financial  statements  or notes
           thereto.

           Schedule II- Valuation and Qualifying Accounts

                (3) Exhibits.

           3.1  Amended and Restated Articles of
                Incorporation of the Company, as of September 15, 1998. (1)

           3.2  By-laws of the Company, as amended as of September 15, 1998. (1)

           4.1  Form of Certificate for Common Stock. (3)

           4.2  Indenture, dated January 27, 1999, by and between the Company
                and U.S. Bank Trust NationalAssociation, as Trustee. (1)

          10.1  Casino Consulting and Management Agreement, dated
                December 11, 1992, between CRC and the Company,
                As amended. (2)

          10.2  Shareholder Agreement, dated October 8,
                1993, among the Company, Jerry L. Bayles,
                Dan S. Meadows, Thomas L. Meehan, Leon R.
                Tarver II and CSMC- Management Services,
                Inc., as amended. (2)

          10.3  Ground Lease Agreement between the Company
                and Capital Lake Properties, Inc., dated
                June 16, 1993, as amended. (2)

          10.4  Lease Agreement, dated July 29, 1994,
                between Anvil Realty, Inc. and the Company.(4)

          10.5  Lease Agreement, dated July 29, 1994,
                between Anvil Realty, Inc. and the Company.(4)

          10.6  Mortgage, Leasehold Mortgage, Assignment of Rents,
                Fixture Filing, Security Agreement and
                Financing Statement,
                dated January 27, 1999, by and between the
                Company and U.S. Bank Trust National
                Association, as Trustee. (1)

          10.7  First Preferred Ship Mortgage, dated January 27, 1999, by
                and between the Company and U.S. Bank Trust National
                Association, as Trustee. (1)

          10.8  Security Agreement dated January 27, 1999,
                by and between the Company and U.S. Bank
                Trust National Association, as Trustee. (1)

          10.9  Employee  Agreement  dated  September 21, 1999,  between Dale A.
                Darrough and the Company.

          23.   Consent of PricewaterhouseCoopers LLP

          27.1  Financial Data Schedule

           b.   Reports on Form 8-K.
                None

(1) Incorporated by reference from the Company's Registration
    Statement on Form S-4 (No. 333-74791).

(2) Incorporated by reference from the Company's  Registration Statement on Form
    S-4 (No. 33-73536).

(3) Incorporated by reference from the Company's  Registration Statement on Form
    S-1 (No. 33-73534).

(4) Incorporated by reference from the Company's  Annual Report on Form 10-K for
    the fiscal year ended November 30, 1994.



<PAGE>


                            SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) 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.

                         LOUISIANA CASINO CRUISES, INC.

Dated:  February 24, 2000           By: /s/ Dan S.Meadows
        -----------------           -----------------------------
                                    Dan S. Meadows, President and
                                    Vice Chairman of the Board of
                                    Directors

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and on the dates indicated.

Dated: February 24, 2000            /s/ Sherwood M. Weiser
       -----------------            -------------------------
                                    Sherwood M. Weiser
                                    Chairman of the Board of Directors

Dated: February 24, 2000            /s/ Dan S. Meadows
       -----------------            ------------------------
                                    Dan S. Meadows, President and
                                    Vice Chairman of the Board of
                                    Directors(Principal Executive Officer)

Dated: February 24, 2000            /s/ Thomas L. Meehan
       -----------------            ------------------------
                                    Thomas L. Meehan, Director

Dated: February 24, 2000            /s/ Leon R. Tarver, II
       -----------------            -------------------------
                                    Leon R. Tarver, II, Director

Dated:  February 24, 2000           /s/ W. Peter Temling
        -----------------           -------------------------
                                    W. Peter Temling, Chief
                                    Financial Officer, Secretary,
                                    Treasurer and Director (Principal Financial
                                    and Accounting Officer)


<PAGE>



                   INDEX TO FINANCIAL STATEMENTS

Report of Independent
Accountants..........................................................  23

Balance Sheets- November 30, 1999 and
1998.................................................................  24

Statements of Operations-
Years ended November 30, 1999, 1998 and
1997.................................................................  25

Statements of Changes in Shareholders' Equity (Deficit)-
Years ended November 30, 1997, 1998 and
1999.................................................................  26

Statements of Cash Flows-
Years ended November 30, 1999, 1998 and
1997.................................................................  27

Notes to Financial
Statements...........................................................  29



<PAGE>


                 Report of Independent Accountants

To the Board of Directors and Shareholders
of Louisiana Casino Cruises, Inc.

      In our opinion,  the financial  statements  listed in the index  appearing
under Item 14. (a) (1) present fairly, in all material  respects,  the financial
position of Louisiana  Casino  Cruises,  Inc. at November 30, 1999 and 1998, and
the results of its  operations and its cash flows for each of the three years in
the period ended  November 30,  1999,  in  conformity  with  generally  accepted
accounting principles.  These financial statements are the responsibility of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements in accordance  with  generally  accepted  auditing  standards,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
New Orleans, Louisiana
January 6, 2000



<PAGE>





                   LOUISIANA CASINO CRUISES, INC.
                           BALANCE SHEETS
              (dollars in thousands, except share data)
                                               November 30,
                                          -----------------------
                                             1999        1998
                                          -----------  ----------
ASSETS
Current assets:
   Cash and cash equivalents                $ 17,697    $ 13,525
   Receivables, less allowance for doubtful accounts
   of  $152 and $123 at 1999 and 1998,
   respectively                                  468         332
   Prepaid expenses and other current assets   1,214         756
   Income tax receivable                         487           -
   Inventories                                   134         452
   Deferred tax asset - current                1,474       1,466
                                          -----------  ----------
            Total current assets              21,474      16,531
Property and equipment, net                   42,403      41,504
Other assets                                   1,887       3,988
                                          -----------  ----------
Total assets                                $ 65,764    $ 62,023
                                          ===========  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
   Accounts payable                          $ 3,285     $ 2,892
   Accrued  liabilities                        2,080       1,564
   Accrued interest                            2,915         102
   Other current liabilities                     314         332
                                          -----------  ----------
Total current liabilities                      8,594       4,890
Senior secured notes                          53,000      50,000
Deferred tax liability                         4,044       2,994
                                          -----------  ----------
          Total liabilities                   65,638      57,884
                                          -----------  ----------
Redeemable common stock warrants                   -       4,131
                                          -----------  ----------

Commitments and contingencies

Shareholders' equity:
     Common stock, no par value:
     10,000,000 shares authorized: 984,883 and
     982,783 shares issued
     and outstanding at 1999 and 1998,
     respectively                                  1           1
     Additional paid in capital                    -           -
     Retained earnings                           125           7
                                          -----------  ----------
Total shareholders' equity                       126           8
                                          -----------  ----------
Total liabilities and shareholders'         $ 65,764    $ 62,023
equity                                    ===========  ==========











              The  accompanying  notes are an integral  part of these  financial
                statements.

<PAGE>




                LOUISIANA CASINO CRUISES, INC.
                   STATEMENTS OF OPERATIONS
          (dollars in thousands, except share data)

                                     Year Ended November 30,
                                    ---------------------------
                                      1999     1998      1997
                                    --------- --------  -------
Revenues:
    Casino                          $ 82,250 $ 68,845   $67,694
    Food and beverage                  6,636    5,501     6,253
    Other                                828      673     1,013
                                    --------- --------  -------
                                      89,714   75,019    74,960
    Less: promotional allowances       5,057    4,174     5,216
                                    --------- --------  -------
    Net revenues                      84,657   70,845    69,744
                                    --------- --------  -------
Costs and expenses:
    Casino                            38,439   33,302    31,826
    Food and beverage                  1,659    1,538     1,318
    Selling, general and
    administrative                    24,316   20,948    21,039
    Depreciation and amortization      5,382    4,762     4,334
                                    --------- --------  -------
Total operating expenses              69,796   60,550    58,517
                                    --------- --------  -------
    Operating income                  14,861   10,295    11,227

Other income (expense):
    Interest income                      671      428       280
    Interest expense                  (6,768 ) (6,376 )  (5,955 )
                                    --------- --------  -------
Income before provision for income
taxes and extraordinary loss           8,764    4,347     5,552
Provision for income taxes             3,474    1,666     2,045
                                    --------- --------  -------
Income before extraordinary loss       5,290    2,681     3,507
Extraordinary loss on early            1,731        -         -
extinguishment of debt, net
                                    --------- --------  -------
Net income                             3,559    2,681     3,507
Dividend requirement on redeemable
    preferred stock                        -      132       132
Market value warrant adjustment            -     (245 )       -
Distributions paid to common stock
    warrantholders                         -      269        65
                                    --------- --------  -------
Net income assigned to common
    shareholders                    $ 3,559   $ 2,525   $ 3,310
                                    ========= ========  =======

Basic earnings per share:
    Earnings before extraordinary
    loss per share                  $   5.32   $ 2.57   $  3.37
    Extraordinary loss per share       (1.74 )      -         -
                                    --------- --------  -------
    Basic earnings per share        $   3.58   $ 2.57   $  3.37
                                    ========= ========  =======
Diluted earnings per share:
    Earnings before extraordinary
    loss per share                  $   5.32   $ 2.46   $  2.97
    Extraordinary loss per share       (1.74 )      -         -
                                    --------- --------  -------
    Diluted earnings per share      $   3.58   $ 2.46   $  2.97
                                    ========= ========  =======

Weighted average common shares       994,549  982,783   982,783
outstanding
                                    ========= ========  =======
Weighted average common equivalent
shares outstanding                   994,549  1,135,783 1,135,783
                                    ========= ========  =======

               The  accompanying  notes are an integral part of these  financial
                 statements.

                   LOUISIANA CASINO CRUISES, INC.
      STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
             (dollars in thousands, except share data)


                          Common Stock   AdditionalRetained
                                                   Earnings/
                                         Paid-In   Accumulated
                        Shares   Amount  Capital   (Deficit) Total
                        -------- ------- --------  --------- -------
Balance at November     982,783     $ 1    $   -   $ (3,684 )$(3,683)
30, 1996
Dividend
requirements on
     redeemable
     preferred stock          -       -        -       (132 )  (132 )
Dividends paid to
holders of
     common stock and
     distributions to
     common
     stock
     warrantholders           -       -        -       (482 )  (482 )
Net income                    -       -        -       3,507   3,507
                        -------- ------- --------  --------- -------
Balance at November
30, 1997                982,783       1        -       (791 )  (790 )
                        -------- ------- --------  --------- -------
Dividend
requirements on
     redeemable
     preferred stock          -       -        -       (132 )  (132 )
Market value warrant
adjustment                    -       -        -        245     245
Dividends paid to
holders of
     common stock and
     distributions to
     common
     stock
     warrantholders           -       -        -     (1,996 )(1,996 )
Net income                                     -
                              -       -               2,681   2,681
                        -------- ------- --------  --------- -------
Balance at November
30, 1998                982,783       1        -          7       8
                        -------- ------- --------  --------- -------
Warrants converted
to
     common shares       14,100       -      381          -     381
Purchase of common      (12,000)      -        -       (324 )  (324 )
shares
     Dividends paid to
     holders of
     common stock             -       -     (381 )   (3,117 )(3,498 )
Net income                    -       -        -      3,559   3,559
                        -------- ------- --------  --------- -------

Balance at November     984,883    $  1    $   -     $  125   $ 126
30, 1999                ======== ======= ========  ========= =======

















              The  accompanying  notes are an integral  part of these  financial
                statements.

<PAGE>



                         LOUISIANA CASINO CRUISES, INC.
                            STATEMENTS OF CASH FLOWS
                                   Page 1 of 2
                             (dollars in thousands)

                                               Year Ended November 30,
                                             -----------------------------
                                                1999      1998       1997
                                             --------  --------  ---------
Net income                                   $ 3,559   $ 2,681    $ 3,507
Net cash flows from operating activities:
     Extraordinary loss on early               1,731         -          -
     extinguishment of debt
     Depreciation and amortization             5,382     4,762      4,334
     Amortization of deferred costs              183       958        917
     Loss on note repurchase and warrant
     valuation reserve                             -       282          -
     Provision for doubtful accounts              98        52         94
     (Increase) decrease in receivables         (234 )      95       (149 )
     (Increase) decrease  in inventories         318        (9 )       (4 )
     (Increase) decrease in prepaid and
     other assets                                771       264       (285 )
     Increase in income taxes receivable        (487 )       -          -
     (Increase) decrease in deferred tax
     assets                                       (8 )     585        190
     Increase (decrease) in accrued interest   2,813    (2,425 )      (51 )
     Increase (decrease) in accounts
     payable and other liabilities             1,941      (552 )     1,068
                                             --------  --------  ---------
        Net cash provided by operating
        activities                            16,067     6,693      9,621
                                             --------  --------  ---------

Cash flows from investing activities:
     Capital expenditures                     (6,165 )  (5,321 )   (1,214 )
     Proceeds from sale of fixed assets            -        42         22
     Decrease in restricted cash                   -     4,807        939
                                             --------  --------  ---------
        Net cash used by investing
        activities                            (6,165 )    (472 )     (253 )
                                             --------  --------  ---------

Cash flows from financing activities:
     Repayment of first mortgage notes       (52,000 ) (43,946 )     (722 )
     Proceeds from issuance of first
     mortgage notes                           55,000    50,000          -
     Payment of  deferred financing costs     (1,158 )  (2,900 )        -
     Increase in restricted cash                   -         -     (2,694 )
     Redemption of preferred stock and
     payment of accrued dividends                  -    (1,760 )        -
     Purchase of common stock warrants and    (4,074 )       -          -
     common stock
     Repayments of notes payable                   -       (18 )    2,223 )
     Dividends paid to holders of common
     stock and distributions to common stock
     warrantholders                           (3,498 )  (1,996 )     (482 )
                                             --------  --------  ---------
        Net cash used by financing
        activities                            (5,730 )    (620 )   (6,121 )
                                             --------  --------  ---------
Net increase in cash and cash equivalents      4,172     5,601      3,247
Cash and cash equivalents at beginning of
year                                          13,525     7,924      4,677
                                             --------  --------  ---------
Cash and cash equivalents at end of year     $17,697   $13,525    $ 7,924
                                             ========  ========  =========







                     The  accompanying  notes  are an  integral  part  of  these
                       financial statements.


<PAGE>


                  LOUISIANA CASINO CRUISES, INC.
                     STATEMENTS OF CASH FLOWS
                            Page 2 of 2
                      (dollars in thousands)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                           Year Ended November 30,
                                          --------------------------
                                             1999     1998     1997
                                          --------  -------  -------
Cash paid for interest                    $ 3,920   $7,567   $5,264
                                          ========  =======  =======
Cash paid for income taxes                $ 1,817     $ 30   $1,077
                                          ========  =======  =======



SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING, INVESTING AND
FINANCING ACTIVITIES:

      Redeemable  preferred  stock dividends of $132,000 were accrued in each of
the years ended November 30, 1998 and 1997.

      On December 1, 1998,  holders of 14,100  redeemable  common stock warrants
exercised  their right to purchase  14,100 shares of the Company's  common stock
for a price of one cent per  share,  which  warrants  had an  accreted  value of
$381,000.































              The  accompanying  notes are an integral  part of these  financial
                statements.

<PAGE>


                  LOUISIANA CASINO CRUISES, INC.

                   NOTES TO FINANCIAL STATEMENTS


NOTE 1- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      Louisiana Casino Cruises,  Inc., a Louisiana  corporation (the "Company"),
was formed in August 1991 for the purpose of  developing  and  operating  gaming
activities in Louisiana.  The Louisiana  Gaming  Control Board (the "Board") has
granted  the  Company a license  to conduct  riverboat  gaming  activities.  The
Company is in the process of renewing its gaming license (See Note 7).

      Financing  for the  project  included  an  issuance  of  common  stock for
$3,000,000  to CRC  Holdings,  Inc.,  ("CRC"),  a credit  facility  from CRC for
$2,000,000  (subsequently  converted  to equity),  pre-opening  expenditures  by
Synura, Inc. of $2,200,000 (converted to redeemable preferred stock and equity),
secured  bank  financing of  approximately  $6,000,000  and a private  placement
offering of $51,000,000  in first  mortgage  notes (the "1993 Notes").  The 1993
Notes were issued with detachable warrants to purchase up to an aggregate amount
of 153,000  shares of the Company's  common stock at a price of $0.01 per share.
On  November  25,  1998,  the  Company  issued  $50,000,000  of  Senior  Secured
Increasing  Rate Notes (the "1998 Notes"),  the proceeds from which were used to
repay the 1993 Notes. The 1998 Notes were redeemed on January 27, 1999, from the
proceeds of a $55,000,000  offering of 11% Senior  Secured Notes due December 1,
2005 (the "1999" Notes") (see Note 3).

CASINO REVENUE AND PROMOTIONAL ALLOWANCES

      The estimated direct cost of providing promotional allowances for food and
beverages  and other  items have been  classified  as casino  costs and  totaled
$3,104,000,  $2,793,000  and  $3,090,000  for the years ended November 30, 1999,
1998 and 1997, respectively.

INVENTORIES

      Inventories  consist of food,  beverage and supplies and are stated at the
lower  of cost  or net  realizable  value.  Cost is  determined  on a  first-in,
first-out basis.

LICENSING AND FINANCING COSTS

      All costs incurred  which relate to obtaining the regulatory  approval for
the Baton Rouge riverboat  facility are recorded as deferred  licensing  charges
and are  amortized  on a  straight-line  basis over the  license  period.  Costs
incurred in connection  with debt  offerings  are recorded as deferred  offering
costs and are being amortized on the effective  interest method over the term of
the  related  debt.  Deferred  licensing  charges  and debt  offering  costs are
classified under prepaid and other assets in the accompanying balance sheets.

PROPERTY AND EQUIPMENT

      Property  and  equipment  are  stated  at cost.  Depreciation  expense  of
$5,031,000,  $4,522,000  and  $4,162,000  for the years ended November 30, 1999,
1998 and 1997,  respectively,  is calculated on the straight-line basis over the
estimated  useful  lives of the  assets or the  expected  term of the land lease
(including  renewals),  whichever  is shorter.  Useful  lives range from four to
thirty years.  Expenditures  for repairs and maintenance are charged to expenses
as  incurred.   Expenditures   for  major   renewals  and   betterments,   which
significantly extend the useful lives of existing equipment, are capitalized and
depreciated.



<PAGE>



FAIR VALUE OF FINANCIAL INSTRUMENTS

      The Company's  financial  instruments  include cash and cash  equivalents,
notes payable and warrants.  The fair value of the 1999 Notes was  approximately
$54,590,000 at November 30, 1999.  The fair value of cash and cash  equivalents,
the 1998 Notes and warrants approximates carrying value.

INCOME TAXES

      The Company accounts for income taxes using the provisions of Statement of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes,"
which  recognizes the amount of taxes payable or refundable for the current year
and recognizes  deferred tax liabilities and assets for future tax  consequences
of events that have been recognized in the Company's financial statements or tax
returns based on currently enacted rates.

ACCOUNTING ESTIMATES

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

RECLASSIFICATIONS

      Certain  amounts in the financial  statements for the years ended November
30, 1998 and 1997,  have been  reclassed to conform to the  presentation  of the
financial   statements   for  the  year   ended   November   30,   1999.   These
reclassifications  have no impact on net income,  retained earnings (deficit) or
cash flows for the years ended November 30, 1998 and 1997.

NOTE 2- PROPERTY AND EQUIPMENT

         Property and equipment consists of the following :

                                             --------------------
                                             As of November 30,
                                Estimated        (dollars in
                                                 thousands)
                               Useful Life        1999      1998
                               ------------- ---------- -----------
Vessel                           18 years      $17,160   $16,839
Building                         30 years       20,689    20,003
Furniture and fixtures          5-10 years       6,605     6,060
Gaming                          5-15 years      10,103     9,468
equipment
Other equipment                 4-7 years        8,585     4,977
                                             ---------- ---------
                                                63,142    57,347
Less: accumulated depreciation                 (21,011 ) (15,980 )
Construction in progress                           272       137
                                             ---------- ---------
                                               $42,403   $41,504
                                             ========== =========

      Capitalized  interest  included in the cost of property  and  equipment at
November 30, 1999 and 1998, was $1,628,000.  Unamortized capitalized interest at
November 30, 1999 and 1998, is $1,099,000 and $1,206,000, respectively.

NOTE 3- SENIOR SECURED NOTES, NOTES PAYABLE AND REDEEMABLE COMMON
STOCK WARRANTS

1999 NOTES

      Pursuant  to the  indenture,  dated as of January  27,  1999,  between the
Company  and U.S.  Bank  Trust  National  Association,  as  Trustee  (the  "1999
Indenture"),  the Company issued in a private  placement  $55,000,000 11% Senior
Secured  Notes (the "1999  Notes")  due  December  1, 2005,  with  interest  due
semi-annually beginning June 1, 1999. These Notes were exchanged in May 1999 for
$55,000,000  in aggregate  principal  of the  Company's  1999 Notes,  which were
registered  under the  Securities  Act of 1933.  The 1999  registered  Notes are
freely  transferable  by the holders  thereof and are  identical in all material
respects to the privately placed 1999 Notes for which they were exchanged, other
than certain provisions  relating to registration  rights and related liquidated
damages. The Company used the proceeds to defease and redeem the 1998 Notes (see
below)  and for  general  corporate  purposes.  On May  28,  1999,  the  Company
repurchased  $2,000,000 of the Senior Secured Notes at a cost of $2,010,000 plus
accrued interest.

      The 1999 Notes are  collateralized  by substantially  all of the Company's
assets,  other than  certain  identified  excluded  assets.  The 1999  Indenture
includes  certain  covenants  which  limit the  ability of the  Company  and its
restricted identified  subsidiaries,  (as defined in the 1999 Indenture) subject
to certain exceptions, to: (i) incur additional indebtedness; (ii) pay dividends
or other  distributions,  repurchase  capital stock or other equity  interest or
subordinated   indebtedness;   (iii)  enter  into  certain   transactions   with
affiliates; (iv) create certain liens or sell certain assets; and (v) enter into
certain mergers and consolidations.

      Under the terms of the 1999 Indenture, after December 1, 2002, the Company
may, at its option,  redeem all or some of the 1999 Notes at a premium that will
decrease  over time from  105.5% to 100% of their face  amount,  plus  interest.
Prior to  December  1, 2001,  if the  Company  publicly  offers  certain  equity
securities  the Company  may, at its option,  apply  certain of the net proceeds
from those  transactions  to the  redemption of up to one-third of the principal
amount of the notes at 111% of their face amount, plus interest.  If the Company
goes  through  a change  in  control,  it must  give  holders  of the  notes the
opportunity  to sell their  notes to the  Company at 101% of their face  amount,
plus interest.

1998 NOTES

      Pursuant to the  indenture,  dated as of November  15,  1998,  between the
Company  and U.S.  Bank  Trust  National  Association,  as  Trustee  (the  "1998
Indenture"), the Company issued in a private placement $50,000,000 of 1998 Notes
due December 1, 2001. On November 25, 1998,  the proceeds from the offering were
place in escrow with The Bank of New York, as successor  Trustee,  to repay upon
maturity the aggregate  principal  amount of  $43,827,000  and accrued  interest
outstanding on the 1993 Notes (see below).

      The 1998  Notes were  collateralized  by  substantially  all assets of the
Company, bore interest at an initial increasing rate of 12.25% and were defeased
on January 27, 1999 and redeemed on February 24, 1999,  from the proceeds of the
1999 Notes.

1993 NOTES AND REDEEMABLE COMMON STOCK WARRANTS

      Pursuant  to the 1993  Indenture  between  the Company and The Bank of New
York, as successor  trustee,  the Company issued  $51,000,000 of 1993 Notes in a
private  placement on December 1, 1993. These notes were exchanged in April 1994
for $51,000,000 in aggregate principal amount of the Company's 1993 Notes, which
were registered under the Securities Act of 1933. The proceeds from the offering
of the 1993 Notes were used to finance the development  and  construction of the
Baton Rouge riverboat facility. Interest was payable each June 1 and December 1,
commencing June 1, 1994. The 1993 Notes were freely  transferable by the holders
thereof.  The 1993 Notes were redeemable at the option of the Company,  in whole
or in part after December 1, 1997, at par as provided in the 1993 Indenture.

      The private  placement  was made in units,  with each unit  consisting  of
$1,000  principal  amount of 1993 Notes and three warrants to purchase one share
each of the  Company's no par value common stock (" Common  Stock") at the price
of $.01 per share.  The original  issue  discount on the private  placement  was
$1,301,000,  the amount  assigned  to the value of the  warrants  at December 1,
1993.  The  amortization  of the  original  issue  discount  was  $281,000,  and
$253,000,  for the years  ended  November  30, 1998 and 1997,  respectively.  In
addition to original  issue discount  amortization,  for the year ended November
30,  1997,  the Company  recorded a credit of  $30,000,  of the  original  issue
discount  as interest  expense  relating  to the 1993 Notes  repurchased  by the
Company.  The original issue discount was fully  amortized upon repayment of the
1993 Notes (see above).

      As  required by the 1993  Indenture  the  Company  made  tender  offers to
repurchase 1993 Notes at par from Cumulative Excess Cash Flow (as defined in the
1993 Indenture).  The repurchased  amounts for the years ended November 30, 1998
and 1997, were $119,000 and $722,000, respectively.

      The terms of the 153,000  warrants issued with the 1993 Notes provided for
put rights whereby the Company had an obligation to purchase those warrants upon
the holder's  request,  at the value of the Common Stock as of December 1, 1998,
as determined by two  independent  investment  banking firms.  The warrants were
classified  as  redeemable  equity  due to the put right  feature  and,  at each
balance sheet date, were accreted to the amount at which the Company expected to
repurchase  the  warrants.  The  estimated  accreted  value  attributed  to  the
redeemable common stock warrants as of November 30, 1998, was $4,131,000.

      On March 1, 1999, the Company received  valuations from the two investment
banking firms. Based upon the average of the values determined by the investment
banking firms the Company paid $3,750,000 to the holders of 138,900 warrants who
exercised their put rights. The holders of the remaining 14,100 warrants elected
to exercise  their rights to purchase an equal number of shares of the Company's
common stock at a price per share of $.01.  On September 21, 1999, at a previous
warrantholder's  request, the Company purchased and retired 12,000 shares of the
Company's  Common  Stock that were issued in respect to the  warrants  that such
warrantholders  held,  for  $324,000,  the  price  originally  offered  for  the
warrants.

NOTE 4- REDEEMABLE PREFERRED STOCK

      The Company has  authorized  50,000  shares of preferred  stock,  of which
11,000  shares of 12%  cumulative  redeemable  preferred  stock were  previously
issued and  outstanding.  The preferred stock was redeemed on November 30, 1998,
in accordance with its terms, for $1,760,000,  including all accrued  dividends,
from its owner, Thomas L. Meehan, one of the Company's directors.

NOTE 5- EARNINGS PER COMMON SHARE

      In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 128
"Earnings Per Share" which  requires the Company to present  basic  earnings per
share (EPS) and diluted EPS, as defined in the standard. The Company adopted the
standard as of fiscal 1998,  therefore,  for the years ended  November 30, 1999,
1998 and 1997, EPS calculations have been made using the new standard.

      For the  years  ended  November  30,  1999,  1998 and  1997,  basic EPS is
calculated  by  dividing  net  income  assigned  to common  shareholders  by the
weighted  average  common  shares  outstanding;  diluted  EPS is  calculated  by
dividing net income  assigned to common  shareholders  before  distributions  to
common stock warrantholders by the weighted average common and common equivalent
shares  outstanding.  In 1998 and  1997  common  equivalent  shares  consist  of
redeemable  common stock warrants with the rights to purchase  153,000 shares of
the Company's common stock (see Note 3).

NOTE 6- RELATED PARTY TRANSACTIONS

      The  Company  and CRC are party to a separate  consulting  and  management
agreement dated December 11, 1992, as amended,  whereby CRC provides  consulting
and technical  services to the Company in connection with the riverboat facility
and management of the casino  operations.  CRC receives an annual management fee
of 2% of gross revenues,  plus 5% of total operating  income,  as such terms are
defined  in the  agreement.  The term of the  agreement  is ten  years  from the
commencement of casino operations,  renewable for an additional ten years at the
option of CRC.  CRC  entered  into a separate  agreement  with three  individual
shareholders  including the  Company's  President and Vice Chairman of the Board
and one of its directors, whereby the three individual shareholders receive half
of the fee of 5% of total operating  income.  The amount earned by CRC under the
management  agreement  and  expensed  for  management  fees by the  Company  was
$2,758,000,  $2,195,000  and  $2,214,000  for the years ended November 30, 1999,
1998 and 1997,  respectively.  Of the amount earned and  expensed,  $172,000 and
$165,000  was payable and included in current  liabilities  at November 30, 1999
and 1998, respectively.

NOTE 7-COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

      At November  30,  1993,  the Company was  involved in a dispute  regarding
consulting services.  Although a formal demand had not been made to the Company,
management  believed the dispute could lead to litigation and accrued $1,700,000
for the estimated cost of resolution.  The Company settled litigation related to
this dispute on May 12,  1998.  As a result of the  settlement,  the Company has
recognized  a  net   reduction   of  $400,000   within   selling,   general  and
administrative expenses in the year ended November 30, 1998.

      On September 15, 1998, the Riverboat  Gaming  Enforcement  Division of the
State Police (the "Division") approved a mutually  satisfactory  resolution to a
regulatory  inquiry relating to a 1994 stock ownership issue whereby the Company
agreed to reimburse the Division $50,000,  constituting their costs and expenses
of conducting the investigation,  and to pay a fine of $200,000. The Company was
reimbursed by CRC for such fine and costs.

      The Company is also involved in other legal proceedings. In the opinion of
management,  the  resolution  of these matters are not likely to have a material
effect on the financial  statements,  the results of operations or cash flows of
the Company.

LEASE AGREEMENTS

      The Company has an  operating  lease  agreement  for property on which the
Company  constructed the riverboat  facility and parking  facility.  The initial
lease term is ten years  beginning  January 1994. The terms of the lease include
payment of minimum monthly rent of $7,500 through October 1, 1994, increasing to
the greater of $33,333 or 1.25% of the gross  revenue for the  remainder  of the
lease term.  The Company  subsequently  entered  into an  amendment to the lease
agreement  to lease an  additional  parcel of land from the lessor.  The Company
prepaid rent of $1,755,707  for this  additional  property.  The prepaid rent is
being  amortized  over the  initial  lease  term.  The Company has the option to
purchase the entire site on or after fifteen years for the then appraised  value
of the original site, excluding improvements.

      The Company also leased a total of  approximately  81,600  square feet for
general  warehousing,  office use and employee  parking pursuant to two separate
two-year  leases.  On September 1, 1999, the Company  purchased a portion of the
previously leased property for $793,000.  The acquisition includes approximately
1.3 acres of land, a warehouse, office space and employee parking. This property
was formerly leased at $8,190 per month. The remaining rent is $7,476 per month.
The lease is a triple net lease, has two two-year renewal options and grants the
Company a right of first refusal to purchase the properties.

      Rental expense for the years ended  November 30, 1999,  1998 and 1997, was
$1,467,954,  $1,266,000  and  $1,216,000,  respectively.  Rental expense for the
years ended November 30, 1999, 1998 and 1997,  includes  $698,000,  $509,000 and
$464,000,  respectively, of contingent rental payments above the monthly minimum
rent with respect to the land lease for the  riverboat  and parking  facilities.
Future minimum lease payments for all leases with non-cancelable terms in excess
of one year as of November 30, 1999, are as follows:

                Year ending
                November 30,      (dollars in thousands)
                -----------       ----------------------
                2000                     $   490
                2001                         400
                2002                         400
                2003                         400
                2004                          33
                                         -------
                Total                    $ 1,723
                                         =======
RELICENSING

      Riverboat gaming licenses in Louisiana are issued for an initial five-year
term with annual renewals  thereafter.  The Company's  original five-year gaming
license for the Casino Rouge was up for renewal in July 1999.  On June 15, 1999,
the Company  received a conditional  license  approval from the Louisiana  Board
until  the  completion  of  their  investigation.  Each of the  Company  and its
officers,  directors,  managers,  principal  shareholders and their officers and
directors and key gaming  employees will be subject to strict  scrutiny and full
suitability and approval by the Louisiana Board in connection with the Company's
renewal  application.  The factors that the  Louisiana  Board has stated it will
consider,  among others,  in order to renew the Company's  license,  include the
Company's  compliance  with  all the  requirements  of the  Louisiana  Riverboat
Economic Development and Gaming Control Act, the approval of various systems and
procedures,  the  demonstration  of good character  (including an examination of
criminal and civil  records)  and methods of business  practice.  The  Louisiana
Board may also seek to impose,  as a condition of the license  renewal,  certain
Louisiana,  minority and female  employment and procurement  goals.  The Company
believes it will be  successful  in  receiving a renewal of its license from the
Louisiana Board, but no assurance can be given as to whether or when the license
will be  extended,  or the extent of any  restrictions  that may be imposed as a
condition to the issuance thereof.  The loss,  suspension or failure to obtain a
renewal of such license would have a material adverse effect on the Company.


<PAGE>


NOTE 8- INCOME TAXES

      The components of the provision for income taxes were as follows:

                                    Year Ended November 30,
                                    (dollars in thousands)
                                 ------------------------------
                                      1999      1998      1997
                                 ---------- --------- ---------
Current income taxes:
   Federal                         $ 2,234     $ 271     $ 720
   State                               198         2       (70 )
                                 ---------- --------- ---------
Total current tax expense            2,432       273       650
Deferred income taxes:
   Federal                             908     1,214     1,216
   State                               134       179       179
                                 ---------- --------- ---------
Total deferred tax provision         1,042     1,393     1,395
                                 ---------- --------- ---------

Total provision for income tax     $ 3,474   $ 1,666   $ 2,045
                                 ========== ========= =========

              The following table reconciles the statutory rate to the Company's
effective tax rate:

                                    Year Ended November 30,
                                 ------------------------------
                                      1999      1998      1997
                                 ----------  --------  --------
Statutory tax rate                    34.0 %    34.0 %    34.0 %
State tax expense, net of
federal benefit                        4.3       4.9       5.0
Other, net                             1.3      (0.6 )    (2.2 )
                                 ----------  --------  --------
Effective tax rate                    39.6 %    38.3 %    36.8 %
                                 ==========  ========  ========

              The   components  of  the   Company's   deferred  tax  assets  and
liabilities were as follows:

                                    Year Ended November 30,
                                    (dollars in thousands)
                                 ------------------------------
                                      1999      1998      1997
                                 ---------- --------- ---------
Deferred tax assets:
   Deferred pre-opening costs          $ -     $ 602     $ 602
   Accrued litigation costs              -         -       663
   Alternative minimum tax
   credit carry forward                851       414       306
   Other, net                          623       450       480
                                 ---------- --------- ---------
Total deferred tax assets            1,474     1,466     2,051
                                 ---------- --------- ---------
Deferred tax liabilities:
   Depreciation                     (4,359 )  (4,084 )  (3,650 )
   Deferred pre-opening costs            -        50       653
   Alternative minimum tax
   credit carry forward                295     1,064       801
   Other, net                           20       (24 )      10
                                 ---------- --------- ---------
Total deferred tax liabilities      (4,044 )  (2,994 )  (2,186 )
                                 ---------- --------- ---------
Net deferred tax liabilities       $(2,570 ) $(1,528 )   $(135 )
                                 ========== ========= =========



<PAGE>



NOTE 9-DIVIDENDS

      The Company paid the following dividends:


                  Payment         Dividend      Aggregate
                    Date          Per Share      Payment
                -------------     ----------   -------------
                 (dollars in thousands, except per share data)
                Fiscal 1999:
                April 15, 1999      $1.74         $1,735
                June 22, 1999       $0.83         $  827
                September 28,1999   $0.95         $  936

                Fiscal 1998:
                March 27, 1998      $1.06         $1,201
                July 2, 1998        $0.70         $  795

                Fiscal 1997:
                March 28, 1997      $0.42         $  482

      On January 14, 2000, the Company paid a dividend of $0.54 per share for an
aggregate payment of $532,000.

NOTE 10- EMPLOYEE BENEFIT PLAN

      In January 1996, the Company established a defined  contribution plan (the
"Plan")  for all  employees,  qualified  under  Section  401(k) of the  Internal
Revenue  Code.  The Plan was  terminated  June 30,  1997,  and plan  assets  and
participant  amounts were  transferred to the Carnival  Resorts and Casinos 401K
Plan-Casino Rouge (the "CRC Plan") effective July 1, 1997, at their then current
value. The provisions of the CRC Plan are substantially the same as those of the
Plan.   Contributions  to  the  CRC  Plan  by  the  Company  are  based  on  the
participants'  contributions.  For the years ended  November 30, 1999,  1998 and
1997, the Company contributed $166,000, $114,000 and $129,000, respectively. The
Company paid certain expenses associated with plan administration.

      In  addition,   effective   December  1,  1998,  the  Company   adopted  a
non-qualified deferred compensation  arrangement for employees earning in excess
of $80,000 annually.

NOTE 11-SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
                                             Quarter
                                   -------------------------------------
                                    First  Second  Third   Fourth  Total
                                   -------------------------------------
                                     (dollars in thousands, except
                                            per share data)
Fiscal 1999:
Income (loss) assigned to common   $ (932) $1,942 $1,589   $ 960   $3,559
shareholders
Basic earnings (loss) per share    $(0.93) $ 1.95 $ 1.59   $0.97   $ 3.58
(Note 5)
Diluted earnings (loss) per share  $(0.93) $ 1.95 $ 1.59   $0.97   $ 3.58
(Note 5)

Fiscal 1998:
Income assigned to common          $ 484   $1,080 $  148   $ 813   $2,525
shareholders
Basic earnings per share (Note 5)  $0.49   $ 1.10 $ 0.15   $0.83   $ 2.57
Diluted earnings per share (Note   $0.43   $ 1.09 $ 0.15   $0.72   $ 2.46
5)






<PAGE>


               Report of Independent Accountants on
                   Financial Statement Schedule


To the Board of Directors of
Louisiana Casino Cruises, Inc.

      Our report on the financial  statements of Louisiana Casino Cruises,  Inc.
is included in this Form 10-K. In connection  with our audits of such  financial
statements, we have also audited the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion,  this financial  statement  schedule
presents  fairly,  in all material  respects,  the information set forth therein
when read in conjunction with the related financial statements.



PricewaterhouseCoopers LLP
New Orleans, Louisiana
January 6, 2000


<PAGE>



                                                                     SCHEDULE II

                         LOUISIANA CASINO CRUISES, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                             (dollars in thousands)

                        Balance at     Additions                 Balance
                                       Charged to                   at
                                         Costs
                        Beginning      Costs and     Deduction   End of
                        of Period       Expense                   Period
                        -----------  --------------- ----------  ---------

Year ended November
30, 1997
------------------------

Allowance for doubtful
accounts                 $     236      $       94    $    (32 )  $   298
                        ===========  ==============  ==========  =========

Year ended November
30, 1998
------------------------

Allowance for doubtful
accounts                 $    298       $       52    $   (227 )  $   123
                        ===========  ==============  ==========  =========

Year ended November
30, 1999
------------------------

Allowance for doubtful
accounts                 $    123     $         98    $    (69 )  $   152
                        ===========  ==============  ==========  =========