<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-Q

              /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                   OF THE SECURITIES EXCHANGE ACT OF 1934


Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended August 31, 1999

Commission file number 333-53211

                             Hard Rock Hotel, Inc.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

          California                                    88-0306263
-------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

4455 Paradise Road, Las Vegas NV                            89109
-------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (702) 693-5000

Common Stock outstanding by class as of August 31, 1999

Common Stock                   shares
-------------------------------------------------------------------------------
Class A Common Stock           12,000
Class B Common Stock           64,023

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X    No
   ---      ---


<PAGE>

                                HARD ROCK HOTEL, INC.

                                        INDEX


Part I:   Financial Information

Item 1:   Financial Statements

<TABLE>
<CAPTION>
<S>       <C>                                                                            <C>
          Balance Sheets as of November 30, 1998 and August 31, 1999 (unaudited) . . . . 1

          Unaudited Statements of Operations for the three-months and nine-months ended
          August 31, 1998 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

          Unaudited Statements of Cash Flows for the nine-months ended August 31,
          1998 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

          Notes to Condensed Financial Statements. . . . . . . . . . . . . . . . . . . . 4

Item 2:   Management's Discussion and Analysis of Financial Condition and Results
          of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Item 3:   Quantitative and Qualitative Disclosures about Market Risks  - Not Applicable

Part II:  Other Information

Item 1:   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Item 6:   Exhibits and Reports on Form 8-k . . . . . . . . . . . . . . . . . . . . . . .10

          (a) Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

          (b) Reports on Form 8-k
              None
</TABLE>

<PAGE>

                                             HARD ROCK HOTEL, INC.
                                                BALANCE SHEETS
                                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         HARD ROCK HOTEL, INC.
                                                                                            BALANCE SHEETS

                                                                                ---------------------------------------
                                                                                November 30, 1998       August 31, 1999
                                                                                ---------------------------------------
                                                                                                           (UNAUDITED)
<S>                                                                             <C>                     <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                     $      4,567,535        $     4,424,507
  Accounts receivable, net of allowance for doubtful accounts of
    $200,000 at November 30, 1998 and $295,000 at August 31, 1999                      3,274,644              3,288,879
  Income tax refund receivable                                                           194,237                      -
  Inventories                                                                          1,208,126              1,303,404
  Prepaid and other current assets                                                     1,480,469              1,621,319
  Deferred income taxes                                                                  764,740                764,740
                                                                                ---------------------------------------
Total Current Assets                                                                  11,489,751             11,402,849

Property and equipment, net, at cost                                                 123,884,994            185,038,117
Other assets, including pre-opening costs of $843,000 at
  November 30, 1998                                                                    7,018,798              6,112,331
Deferred income taxes                                                                  2,728,603              2,728,603
                                                                                ---------------------------------------
Total Assets                                                                    $    145,122,146        $   205,281,900
                                                                                =======================================

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                                                     2,738,194              3,793,838
  Construction related payables                                                       13,000,218              9,354,095
  Accrued expenses                                                                     4,473,594              5,757,197
  Interest payable                                                                     1,984,543              5,329,524
  Current obligations under capital leases                                               105,861                103,311
  Long-term debt due within one year                                                           -              7,425,000
                                                                                ---------------------------------------
Total current liabilities                                                       $     22,302,410        $    31,762,965

Deferred income taxes                                                                  3,493,343              3,493,343
Obligations under capital leases                                                          93,452                 12,493
Long-term debt due after one year                                                    130,500,000            187,075,000

Commitments and contingencies                                                                  -                      -

Redeemable common stock, no par value                                                    325,000                300,000

Shareholders' deficit:
  Common stock, Class A voting, no par value:
    Authorized shares -- 40,000
    Issued and outstanding shares -- 12,000                                                    -                      -
  Common stock, Class B non-voting, no par value:
    Authorized shares -- 160,000
    Issued and outstanding shares -- 64,023                                                    -                      -
  Preferred Stock, 9 1/4% Series A Cummulative, no par value:
    Authorized shares -- 40,000
    Issued and outstanding shares -- 2,500                                                     -                      -
  Paid-in capital                                                                      7,508,250             10,008,250
  Accumulated deficit                                                                (19,100,309)           (27,370,151)
                                                                                ---------------------------------------
Total shareholders' deficit                                                          (11,592,059)           (17,361,901)
                                                                                ---------------------------------------
Total liabilities and shareholders' deficit                                     $    145,122,146        $   205,281,900
                                                                                =======================================
</TABLE>
                             See accompanying notes

                                       1
<PAGE>

                                             HARD ROCK HOTEL, INC.
                                           STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                          Three months ended August 31,           Nine months ended August 31,
                                                         -------------------------------------------------------------------------
                                                             1998               1999                1998                1999
                                                         -------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>                 <C>
REVENUES:
  Casino                                                 $   7,697,599      $   8,846,485       $   27,479,244      $   26,578,417
  Lodging                                                    3,095,411          5,620,310            9,675,769          12,737,349
  Food and beverage                                          5,163,461          7,169,227           14,434,837          16,604,298
  Retail                                                     2,626,360          2,686,148            9,033,669           8,624,356
  Other income                                                 512,210          2,011,550            1,682,652           3,205,270
                                                         -------------------------------------------------------------------------
                                                            19,095,041         26,333,720           62,306,171          67,749,690
  Less complimentaries                                      (1,451,104)        (2,380,658)          (4,659,356)         (5,607,045)
                                                         -------------------------------------------------------------------------
Net Revenues                                                17,643,937         23,953,062           57,646,815          62,142,645

Costs and expenses:
  Casino                                                     4,323,946          5,953,320           14,071,531          15,563,816
  Lodging                                                    1,050,652          1,571,964            3,019,129           3,672,555
  Food and beverage                                          3,157,237          4,752,697            8,569,324          10,788,660
  Retail                                                     1,238,987          1,238,893            4,258,811           3,959,974
  Other                                                        291,259            823,268              727,408           1,384,632
  Marketing                                                  1,015,547          1,476,169            3,661,668           2,599,833
  General and administrative, including
    $1.5 million in non-recurring legal fees
    in the three and nine months ended
    August 31, 1998                                          4,752,117          4,255,582           11,178,434          10,972,604
  Depreciation and amortization                              1,452,298          3,359,623            4,257,708           6,524,064
  Pre-opening                                                        -            525,246                    -           5,038,095
                                                         -------------------------------------------------------------------------
Total costs and expenses                                    17,282,043         23,956,762           49,744,013          60,504,233
                                                         -------------------------------------------------------------------------
Income (loss) from operations                                  361,894             (3,700)           7,902,802           1,638,412

Interest and other:
  Interest expense, net                                     (2,825,662)        (4,632,827)          (8,042,500)         (9,880,700)
  Other expenses, net                                                -             (5,659)                   -             (27,554)
                                                         -------------------------------------------------------------------------
                                                            (2,825,662)        (4,638,486)          (8,042,500)         (9,908,254)
                                                         -------------------------------------------------------------------------

Loss before extraordinary loss and
provision for income taxes                                  (2,463,768)        (4,642,186)            (139,698)         (8,269,842)

Income tax (provision) benefit                                 823,000                  -              (13,000)                  -
                                                         -------------------------------------------------------------------------
Loss before extraordinary loss                              (1,640,768)        (4,642,186)            (152,698)         (8,269,842)
Extraordinary loss-early extinguishment
of debt - net of taxes                                               -                  -           (2,210,777)                  -
                                                         -------------------------------------------------------------------------
Net loss                                                 $  (1,640,768)     $  (4,642,186)      $   (2,363,475)     $   (8,269,842)
                                                         =========================================================================

Net loss per share                                       $      (21.58)     $      (61.06)      $       (31.09)     $      (108.78)
                                                         =========================================================================

Shares used in per share calculation                            76,023             76,023               76,023              76,023
                                                         =========================================================================
</TABLE>
                             See accompanying notes

                                       2
<PAGE>

                                             HARD ROCK HOTEL, INC.
                                           STATEMENTS OF CASH FLOWS
                                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                    Nine months ended August 31,
                                                                   -------------------------------
                                                                       1998                1999
                                                                   -------------------------------
<S>                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           $ (2,363,475)      $ (8,269,842)
Adjustmets to reconcile net loss to net cash
  provided by operating activities:
    Depreciation and amortization                                     4,257,708          6,524,064
    Amortization of loan fees                                           478,048            596,467
    Issuance of common stock as compensation                            225,000            (25,000)
    Early extinguishment of debt                                      3,495,777                  -
    Changes in operating assets and liabilities:
      Accounts receivable                                              (179,136)           (14,235)
      Income tax refund receivable                                   (1,272,000)           194,237
      Inventories                                                        12,204            (95,278)
      Prepaid and other current assets                                 (532,893)          (140,850)
      Accounts payable                                                  825,895          1,055,644
      Interest payable                                                4,917,833          3,344,981
      Accrued expenses                                               (1,026,340)         1,283,603
                                                                   -------------------------------
Net cash provided by operating activities                             8,838,621          4,453,791

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                 (15,629,917)       (67,519,676)
Construction related payables, net                                            -         (3,646,123)
Change in advances due to related parties                              (470,234)                 -
Decrease in other assets                                                 13,624            152,489
                                                                   -------------------------------
Net cash used in investing activities                               (16,086,527)       (71,013,310)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt                                      120,000,000         64,000,000
Incurrence of loan fees on Prior Credit Facility                     (5,424,185)                 -
Principal payments on long-term debt                               (105,700,000)                 -
Payments on capital lease obligations                                   (85,626)           (83,509)
Issuance of Preferred Stock                                                   -          2,500,000
                                                                   -------------------------------
Net cash provided by financing activities                             8,790,189         66,416,491
                                                                   -------------------------------
Net increase in cash and cash equivalents                             1,542,283           (143,028)
Cash and cash equivalents at beginning of period                      4,214,081          4,567,535
                                                                   -------------------------------
Cash and cash equivalents at end of period                         $  5,756,364       $  4,424,507
                                                                   ===============================
</TABLE>
                             See accompanying notes

                                       3
<PAGE>

                              HARD ROCK HOTEL, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 AUGUST 31, 1999


1.       BASIS OF PRESENTATION

         The accompanying unaudited financial statements of Hard Rock Hotel,
         Inc. (the "Company") have been prepared in accordance with generally
         accepted accounting principles for interim financial information and
         with instructions to Form 10-Q and Article 10 of Regulation S-X.
         Accordingly, they do not include all information and footnotes required
         by generally accepted accounting principles for complete financial
         statements. In the opinion of management, all adjustments (consisting
         of normal recurring adjustments) considered necessary for a fair
         presentation have been included. Operating results for the three-month
         and nine-month periods ended August 31, 1999 are not necessarily
         indicative of the results that may be expected for the year ending
         November 30, 1999. The unaudited interim financial statements contained
         herein should be read in conjunction with the audited financial
         statements and footnotes for the year ended November 30, 1998.

2.       THE EXPANDED FACILITY

         In connection with the expansion of the Company's facilities, the
         Company incurred approximately $100.0 million of capital expenditures
         through August 31, 1999. The Company completed the expansion, and the
         expanded facilities opened in May 1999. Capitalized interest of
         approximately $3.1 million is included in this amount.

3.       LONG TERM DEBT

         At August 31, 1999, the Company had $120.0 million outstanding in
         Senior Subordinated Notes and $74.5 million outstanding on a $77.0
         million revolving credit line, which line was increased from $67.0
         million at February 28, 1999. Borrowings against the line of credit may
         require repayments beginning in February 2000.

4.       PRE-OPENING EXPENSES

         The Company incurred $5 million in pre-opening expenses associated with
         the Expansion. The Company wrote off $4.5 million and $0.5 million
         during the quarters ended May 31, 1999 and August 31, 1999,
         respectively.

5.       SALE OF PREFERRED STOCK

         The Company has sold $2.5 million aggregate liquidation preference
         of its 9 1/4% Series A Cumulative Preferred Stock to Peter A.
         Morton, as of August 31, 1999. Additionally, the Company has sold
         Mr. Morton $5.5 million aggregate liquidation preference of the
         preferred stock since September 1, 1999, and expects to sell an
         additional $20 million of preferred stock before the end of the
         year. The terms of the additional preferred stock have not yet been
         determined.

                                       4
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in
its entirety by, the company's financial statements, including the notes
thereto, and the other financial information appearing elsewhere herein and by
the audited financial statements and footnotes for the year ended November 30,
1998, which may be obtained upon request from the company.

OVERVIEW

Hard Rock Hotel, Inc.'s (the "Company") sole business is the operation of the
Hard Rock Hotel and Casino in Las Vegas, Nevada, which commenced operations on
March 9, 1995.

During the month of May 1999, the Company completed construction of its
expansion of the resort (the "Expansion"). The Expansion included 318 additional
rooms, 4 new restaurants, 6,000 square feet of ballroom/banquet facilities, new
retail space, an 8,000 square foot spa/salon/fitness center and a significantly
enlarged swimming pool area featuring, among other things, swim-up blackjack.

YEAR 2000 ISSUES

The "Year 2000 Issue" is the result of computer programs being designed using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that are date sensitive may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including among
other things a temporary inability to process transactions.

         STATE OF READINESS

As part of the buyout of Harveys' Casino Resorts 40% share of the Company, in
October 1997, the Company was required to or did replace most of its hardware
and software including the three most critical systems:

         -        the property management system which is used in the hotel to
                  check guests in and out,
         -        the casino system which is used to control and account for
                  table games, slots and the casino cage, and
         -        the back office systems which are used for accounting, payroll
                  and inventory control.

During this process, management verified that all the purchased hardware and
software related to these systems will not suffer Year 2000 Issue related
malfunctions.

The Company has verified that its remaining information technology systems and
other relevant systems will function properly during and after the year 2000 by:

         -        identifying all systems or equipment potentially impacted by
                  the Year 2000 Issue,
         -        testing/certifying those systems' ability to operate in a
                  post-1999 environment and
         -        re-programming or replacing systems or equipment that might
                  have malfunctioned due to the Year 2000 Issue.

The Company inventoried substantially all of its information technology systems
and other relevant systems. The results of this process indicate that the Year
2000 Issue should not materially affect the Company's information technology
systems and other relevant systems. The remaining steps in the Company's plan
for the year 2000 include continued testing of selected systems/equipment to
minimize all Year 2000 Issue related problems. Management believes that the cost
of its Year 2000 Issue identification, testing and remediation will not have a
material impact on the Company's financial statements.


                                       5
<PAGE>

The Company has contacted its significant vendors and service providers to
determine the extent to which the Year 2000 Issue will affect their ability to
continue to supply the Company with goods and services. Based on the goods
(primarily food, beverage and retail items) purchased by the Company, the
Company does not expect the Year 2000 Issue to have a material impact on its
vendors or its service providers.

         RISK AND CONTINGENCY PLAN

Management of the Company believes it has an effective program in place to
resolve the Year 2000 Issue in a timely manner. The most likely worst case
scenarios would include failure of a computer system or equipment resulting in
termination of or diminished service to customers. If the Company's vendors or
suppliers of the Company's necessary power, gas, water, and telecommunications
services fail, the Company would be unable to provide certain services to its
customers. In addition, disruptions in the economy resulting from the Year 2000
Issue could materially affect the Company.

The Company maintains contingency plans in its normal course of business
designed to be deployed in the event of various potential business
interruptions. These generally include manual workarounds and adjusting
staffing. The Company will continue to evaluate the status of its program for
addressing the Year 2000 Issue and adjust its contingency plans if necessary.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements herein constitute "forward-looking statements." Such
forward-looking statements include the discussions of the business strategies of
the Company and expectations concerning future operations, margins,
profitability, liquidity, capital expenditures and capital resources. Although
management believes that the expectations in such forward-looking statements are
reasonable, it can give no assurance that any forward looking statements will
prove to be correct. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, competition in
Las Vegas, government regulation related to the gaming industry, uncertainty of
casino customer spending and vacationing in casino resorts in Las Vegas,
occupancy rates and average room rates in Las Vegas, the popularity of Las Vegas
as a convention and trade show destination, the completion of infrastructure
improvements in Las Vegas, the ability of the Company to issue an additional $20
million aggregate liquidation preference of preferred stock on favorable terms,
or at all, and general economic and business conditions that may affect levels
of disposable income and pricing of hotel rooms. For more information regarding
risks inherent in an investment in the Company, see the section "Business - Risk
Factors" in our annual Report on Form 10-K filed on February 26, 1999.

MANAGEMENT CHANGES

During the month of August 1999, Jonathan Swain was appointed to the position of
Senior Vice President and General Manager of the Company. Mr. Swain was
previously employed by Aztar Corporation from 1995 to 1999, most recently as
President of the Tropicana Hotel and Casino in Las Vegas. From 1993 to 1995, Mr.
Swain served as Vice President of Marketing for Trump Taj Mahal in New Jersey.

During the month of May 1999, Rick Richards was appointed to the position of
Vice President - Casino Operations. Mr. Richards was a Branch Manager for Hilton
National Marketing from 1997 to 1999, and Vice President and Assistant General
Manager of Players Island in Lake Charles, Louisiana from 1996 to 1997. From
1981 to 1997, Mr. Richards served in various casino management positions for
Station Casinos, Inc., Bally's Las Vegas, Caesars Palace, and Boyd Gaming.

During the month of July 1999, Tjeerd R. Brink was appointed to the position of
Vice President and Chief Financial Officer of the Company. Mr. Brink held the
same position for The Fremont Street Experience, LLC from 1997 to 1999. Prior to
1997, he worked for five years for Bennett Industries, LLC (the private holding
company for


                                       6
<PAGE>

William G. Bennett, former majority owner of Circus Circus Enterprises Inc.,
now called Mandalay Resort Group), three years for Caesars Palace and two
years for Arthur Andersen, LLP.

RESULTS OF OPERATIONS

THREE MONTHS ENDED AUGUST 31, 1999 AND 1998

NET REVENUES AND OPERATING INCOME.  Net revenues increased 35.8% for the
three months ended August 31, 1999 to $24.0 million compared to $17.6 million
for the corresponding period of the prior year. The increase in revenues is
attributable to increased hotel revenue of $2.5 million, or 81.6%, food and
beverage revenue of $2.0 million, or 38.8%, casino revenue of $1.1 million,
or 14.9%, and other income of $1.5 million, or 293%. Operating income
decreased 101.0% for the three months ended August 31, 1999 to an approximate
break even point compared to an operating profit of $0.4 million for the
corresponding period of the prior year, primarily as a result of increased
depreciation of $1.9 million and the write off of $0.5 million in pre-opening
expenses.

CASINO.  Casino revenues increased 14.9% for the three months ended August
31, 1999 to $8.8 million compared to $7.7 million for the corresponding
period of the prior year. The increase is primarily due to an increase in
table games revenue of $0.9 million to $5.3 million compared to $4.3 million
for the corresponding period of the prior year, and an increase in slot
revenue of $0.2 million to $3.5 million compared to $3.3 million for the
corresponding period of the prior year. Table games drop increased 49.7% to
$45.7 million, compared to $30.5 million for the corresponding period of the
prior year primarily due to the increased number of table games. Table games
hold percentage decreased 2.7% to 11.5% compared to 14.2% in the
corresponding period of the prior year. Table games revenue increased 21.6%,
as a result of the increase in the number of table games offset by the
decrease in the hold percentage. Slot coin in increased 14.0% to $77.6
million compared to $68.1 million for the corresponding period of the prior
year. Casino departmental income decreased 14.2% for the three months ended
August 31, 1999 to $2.9 million from $3.4 million, primarily as a result of
the decreased hold percentage. Casino departmental income as a percentage of
casino revenues decreased to 32.7% in 1999 from 43.8% in 1998, primarily as a
result of the decreased hold percentage.

LODGING.  Lodging revenues increased 81.6% for the three months ended August
31, 1999 to $5.6 million from $3.1 million for the corresponding period of
the prior year. The increase is primarily attributed to revenue generated
from the additional 318 hotel rooms in service as a result of the Expansion.
The average daily room rate ("ADR") for the three months ended August 31,
1999 was $89.28, down 2.6% from $91.58 for the corresponding period of the
prior year. Hotel occupancy was 96.9%, down from 100%. Lodging departmental
income increased 98.0% for the three months ended August 31, 1999 to $4.0
million from $2.0 million, primarily as a result of the increased number of
rooms. Lodging departmental income as a percentage of lodging revenues
increased to 72.0% in 1999 from 66.1% in 1998.

FOOD AND BEVERAGE.  Food and Beverage revenues increased 38.8% for the three
months ended August 31, 1999 to $7.2 million from $5.2 million for the
corresponding period of the prior year. The increase was primarily due to
revenues from the new restaurants opened in conjunction with the Expansion.
Food and Beverage departmental income increased 20.5% for the three months
ended August 31, 1999 to $2.4 million from $2.0 million. Food and Beverage
departmental income as a percentage of revenues dropped to 33.7% in 1999 from
38.9% in 1998, primarily as a result of higher operating costs.

RETAIL.  Retail revenues increased 2.3% for the three months ended August 31,
1999 to $2.7 million from $2.6 million for the corresponding period of the
prior year. Retail departmental income increased 4.3% for the three months
ended August 31, 1999 to $1.4 million. Retail departmental income as a
percentage of Retail revenues increased slightly to 53.9% in 1999 from 52.8%
in 1998.

OTHER INCOME.  Other income increased 292.7%, for the three months ended
August 31, 1999 to $2.0 million from $0.5 million for the corresponding
period of the prior year. The increase is partially due to the opening of the
new facilities, including the Athletic Club and the Cigar Shop, which had
combined revenues for the three months ended August 31, 1999 of $0.4 million.
Revenues for the Sundry Store increased to 0.5 million from $0.3 million


                                       7
<PAGE>

for the corresponding period of the prior year. Additionally, the Company
recorded $0.7 million revenue for chip float, representing commemorative
chips in public circulation management believes will never be redeemed.

MARKETING, GENERAL AND ADMINISTRATIVE.  Marketing, General and Administrative
expenses decreased 0.6% for the three months ended August 31, 1999 to $5.7
million from $5.8 million for the corresponding period of the prior year. The
prior year period included the incurrence of $1.5 million in legal fees
associated with the Rank lawsuit. Other marketing, general and administrative
expenses increased $1.5 million compared to the prior year, and management
attributes the increase to costs associated with maintaining a larger facility.

DEPRECIATION AND AMORTIZATION.  Depreciation and Amortization expense
increased to $3.4 million for the three months ended August 31, 1999 from
$1.5 million for the corresponding period of the prior year, primarily due to
the increased capital expenditures associated with the Expansion.

PRE-OPENING EXPENSE.  The Company recorded a pre-opening expense of $0.5
million for the three months ended August 31, 1999 associated with the
opening of the Expansion during the second quarter of 1999.

NET INTEREST EXPENSE.  Net Interest Expense increased to $4.6 million for the
three months ended August 31, 1999 from $2.8 million for the corresponding
period of the prior year. The increase is attributed to the increase in
borrowings associated with the Expansion.

INCOME TAXES.  No income tax benefit was recorded in the quarter ended August
31, 1999, because a valuation allowance has been established as a result of
the Company's accumulated losses.

NET INCOME.  As a result of the factors described above, the Company recorded
a net loss for the three months ended August 31, 1999 of $4.6 million
compared to a net loss of $1.6 million for the corresponding period of the
prior year.

NINE MONTHS ENDED AUGUST 31, 1999 AND 1998

NET REVENUES AND OPERATING INCOME.  Net revenues increased 7.8% for the nine
months ended August 31, 1999 to $62.1 million compared to $57.6 million for
the corresponding period of the prior year. The increase in revenues is
primarily attributable to increased hotel revenue of $3.1 million, or 31.6%,
and increased food and beverage revenue of $2.2 million, or 15.0%. Operating
income decreased 79.3% for the nine months ended August 31, 1999 to $1.6
million compared to $7.9 million for the corresponding period of the prior
year, primarily as a result of the write off of $5.0 million in pre-opening
expenses and increased depreciation of $2.3 million.

CASINO.  Casino revenues decreased 3.3% for the nine months ended August 31,
1999 to $26.6 million compared to $27.5 million for the corresponding period
of the prior year. The decrease is primarily due to decreased slot revenue of
$9.9 million compared to $11.0 million for the corresponding period of the
prior year. Slot coin in decreased 2.8% to $205.2 compared to $211.0 million
for the corresponding period in the prior year. Table games revenue increased
1.0% to $16.3 million from $16.1 million. Table games drop increased 26.0% to
$125.1 million compared to $99.2 million for the corresponding period in the
prior year, primarily due to the increase in the number of table games. Table
games revenue did not increase proportionately to table games drop primarily
as a result of lower hold percentage of 13.0% compared to 16.3% in the
corresponding period of the prior year. Management believes slot revenues
decreased as a result of the opening of new casinos in Las Vegas coupled with
the construction disruption associated with the Expansion during the first
half of the year and lack of amenities (primarily restaurants) prior to the
Expansion. After the expanded facilities opened, slot revenue and coin in
improved compared to the corresponding period in the prior year. Casino
departmental income decreased 17.8% for the nine months ended August 31, 1999
to $11.0 million from $13.4 million, primarily as a result of the decreased
hold percentage. Casino departmental income as a percentage of casino
revenues decreased to 41.4% in 1999 from 48.8% in 1998, primarily as a result
of the decreased hold percentage.

LODGING.  Lodging revenues increased 31.6% for the nine months ended August
31, 1999 to $12.7 million from $9.7 million for the corresponding period of
the prior year. The increase is primarily attributed to revenue


                                       8
<PAGE>

generated from the additional 318 hotel rooms placed in service in May 1999 .
The ADR for the nine months ended August 31, 1999 was $95.04, down 1.5% from
$96.53 for the corresponding period of the prior year. Hotel occupancy was
96.2%, down from 100%. Lodging departmental income increased 36.2% for the
nine months ended August 31, 1999 to $9.1 million from $6.7 million primarily
as a result of the Expansion. Lodging departmental income as a percentage of
Lodging revenues increased to 71.2% in 1999 from 68.8% in 1998.

FOOD AND BEVERAGE.  Food and Beverage revenues increased 15.0% for the nine
months ended August 31, 1999 to $16.6 million from $14.4 million for the
corresponding period of the prior year. The increase was related to revenues
from the new restaurants, which opened during May 1999. Food and Beverage
departmental income decreased 0.9% for the nine months ended August 31, 1999
to $5.8 million from $5.9 million, as a result of increased costs associated
with operating the new restaurants. Food and Beverage departmental income as
a percentage of revenues dropped to 35.0% in 1999 from 40.6% in 1998,
primarily as a result of the increased operating costs.

RETAIL.  Retail revenues decreased 4.5% for the nine months ended August 31,
1999 to $8.6 million from $9.0 million for the corresponding period of the
prior year. Management believes the decrease is primarily attributable to a
diluted retail market from increased retail competition coupled with
construction disruption associated with the Expansion during the first half
of the year. Retail departmental income decreased 2.3% for the nine months
ended August 31, 1999 to $4.7 million from $4.8 million, as a result of the
decreased revenues. Retail departmental income as a percentage of Retail
revenues increased slightly to 54.1% in 1999 from 52.9% in 1998.

OTHER INCOME.  Other income increased 90.5%, for the nine months ended August
31, 1999 to $3.2 million from $1.7 million for the corresponding period of
the prior year. The increase is partially due to the opening of the new
facilities, including the Athletic Club and the Cigar Shop, which had
combined revenues for the nine months ended August 31, 1999 of $0.7 million.
Revenues for the Sundry Store increased to 1.2 million from $0.8 million for
the corresponding period of the prior year. Additionally, the Company
recorded $0.7 million revenue for chip float compared to $0.4 million for the
corresponding period of the prior year, representing commemorative chips in
public circulation management believes will never be redeemed.

MARKETING, GENERAL AND ADMINISTRATIVE.  Marketing, General and Administrative
expenses decreased 8.5% for the nine months ended August 31, 1999 to $13.6
million from $14.8 million for the corresponding period of the prior year.
The decrease is primarily attributable to the costs associated with hosting
The Rolling Stones event of approximately $1.1 million during the first
quarter of 1998 and the cost incurred in the prior year of $1.5 million
associated with the Rank lawsuit, offset by increased costs in the current
year associated with maintaining a larger facility.

DEPRECIATION AND AMORTIZATION.  Depreciation and Amortization expense
increased to $6.5 million for the nine months ended August 31, 1999 from $4.3
million for the corresponding period of the prior year, primarily due to the
increased capital expenditures associated with Expansion.

PRE-OPENING EXPENSE.  The Company recorded a pre-opening expense of $5.0
million during the nine months ended August 31, 1999, associated with the
opening of the Expansion during the quarter ended May 31, 1999.

NET INTEREST EXPENSE.  Net Interest Expense increased to $9.9 million for the
nine months ended August 31, 1999 compared to $8.0 million for the
corresponding period of the prior year. The increase is due to the increase
in borrowings associated with the Expansion.

INCOME TAXES.  No income tax benefit was recorded in the nine months ended
August 31, 1999, because a valuation allowance has been established due to
the Company's accumulated losses.

EXTRAORDINARY LOSS.  In connection with securing expansion financing on March
23, 1998, the Company wrote off $3.5 million in unamortized loan fee costs
and recognized an extraordinary loss of $2.2 million associated with the
retirement of the Prior Credit Facility for the quarter ended May 31, 1998.

NET INCOME.  As a result of the factors described above, the Company recorded
a net loss for the nine months ended August 31, 1999 of $8.3 million compared
to net loss of $2.4 million for the corresponding period of the prior year.


                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         For the nine months ended August 31, 1999, the Company's principal
source of funds was net financing activities of approximately $66.4 million.
The primary use of funds was the payment of expansion and maintenance capital
expenditures of $71.0 million. Cash provided by operating activities for the
nine months ended August 31, 1999 decreased to $4.5 million from $8.8 million
for the corresponding period of the prior year as a result of a net loss of
$8.3 million offset by depreciation and amortization of $6.5 million and
other various changes in operating asset and liability accounts. As of August
31, 1999 the Company had cash and cash equivalents of $4.4 million. The
Company believes that its current cash balances, funds available ($2.5
million) under the $77.0 million New Credit Facility, cash proceeds from the
issuance of additional shares of preferred stock, cash flow from operations,
and other sources of cash will be sufficient to provide operating liquidity.
However, no assurances can be given with respect to the availability or
sufficiency of such amounts.

         The Company sold $8.0 million aggregate liquidation preference of
its 9 1/4% Series A Cumulative Preferred Stock (the "Series A Preferred") (of
which $2.5 million was sold by August 31, 1999) to Peter A. Morton, its
President and majority shareholder, and in connection therewith is
negotiating with the lenders under the New Credit Facility to obtain certain
waivers thereunder to among other things, permit the Company to use the
proceeds from such sale to make certain payments in connection with the
Expansion. The Series A Preferred pays dividends cumulatively from the date
of issue out of funds legally available for that purpose in cash in arrears
on November 30 and May 31 of each year commencing on November 30, 1999. Any
amounts not paid in cash cumulate and are compounded semi-annually at a rate
of 9 1/4% per year until paid. The Series A Preferred matures 91 days
following the earlier of either April 1, 2005, or the repayment of the
Company's outstanding 9 1/4% Senior Subordinated Notes. Subject to certain
conditions, the Company may not redeem the Series A Preferred. The Company
expects to issue an additional $20 million aggregate liquidation preference
of preferred stock by the end of the year, the proceeds from which would be
used to reduce amounts outstanding under the New Credit Facility and for
general corporate purposes. The terms of any future issuance have not been
finalized.

                                       10
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On January 5, 1998, Hard Rock Cafe International (USA) Inc. (f/k/a
Rank Licensing, Inc.), a subsidiary of Rank International plc, (the
"Plaintiff"), filed an amended complaint in the United States District Court
for the Southern District of New York against Peter A. Morton and the
Company. The Plaintiff contends that the reservation and use by Mr. Morton
and the Company of the internet domain names "hardrock.com" and
"hardrockhotel.com" (the "Domain Names"), and the use of certain marks and
logos (the "Logos") in, and in connection with merchandise offered on,
internet websites operated under the Domain Names, violate terms of certain
agreements with Mr. Morton and Federal and state trademark and unfair
competition law. The Plaintiff seeks an injunction against the use of the
Domain Names and the Logos by Mr. Morton and the Company, an order requiring
Mr. Morton and the Company to assign the Domain Names to the Plaintiff, and
over $100 million in damages. During the course of litigation, Mr. Morton and
the Company transferred the domain name "hardrock.com" to the Plaintiff. On
June 1, 1999, the court issued a ruling that the Company owes no money
damages, the Company can continue to use the domain name "hardrockhotel.com,"
and the Company can use the Logos in connection with merchandising within
designated territories. The Company is still seeking to have the territorial
limitation removed for certain product sales over the Internet. Through
August 31, 1999, the Company has incurred $1.5 million in legal fees in
defense of this suit, which was charged to general and administrative
expenses on the Statement of Operations during fiscal year 1998.

         On August 27, 1999, Hard Rock Hotel Inc. and Lily Pond Investments,
Inc. filed a Complaint for Declaratory Judgment against Gary Selesner in the
Eighth Judicial District of Clark County, Nevada, Case No. A407499, based on
the termination of Gary Selesner's employment. On September 16, 1999, Gary
Selesner filed an Answer and Counterclaim seeking damages alleging breach of
contract and breach of implied covenant of good faith and fair dealing.
Discovery in this matter is proceeding.

         Additionally, the Company is a defendant in various lawsuits
relating to routine matters incidental to its business. Management does not
believe that the outcome of any such litigation, in the aggregate, will have
a material adverse effect on the Company.

ITEM 6.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number                     Description
-------                    -----------
<S>               <C>
    3.            CERTIFICATE OF INCORPORATION AND BY-LAWS

    3.1           Second Amended and Restated Articles of Incorporation of the Company. (1)

    3.2           Certificate of Amendment of Second Amended and Restated Articles of Incorporation.

    3.3           Certificate of Designation of 9 1/4% Series A Cumulative Preferred Stock, no par value per share.

    3.4           Second Amended and Restated By-Laws of the Company. (1)

   10.            MATERIAL CONTRACTS.

   10.1           Subscription Agreement for 2,500 shares of 9 1/4% Series A Cumulative Preferred Stock of Hard Rock Hotel,
                  Inc., dated August 31, 1999, between Peter Morton and the Company.


                                     11
<PAGE>

   10.2           Subscription Agreement for 5,500 shares of 9 1/4% Series A Cumulative Preferred Stock of Hard Rock Hotel,
                  Inc., dated October 1, 1999, between Peter Morton and the Company.

   10.3           Employment Agreement, dated August 17, 1999, between the Company and Jonathan Swain.

   10.4           Employment Agreement, dated August 17, 1999, between the Company and Rick Richards.

   27.            FINANCIAL DATA SCHEDULE.

   27.1           Financial Data Schedule for the three months and nine months ended August 31, 1998 and 1999.
</TABLE>

(1) Incorporated by reference to designated exhibit to the Company's
    Registration Statement on Form S-4, filed with the Securities and Exchange
    Commission on May 21, 1998 (File No. 333-53211).

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

                  This document includes various "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Sections 21E of the Securities Exchange Act of 1934, as amended, which
represent the Company's expectations or beliefs concerning future events.
Statements containing expressions such as "believes," "anticipates" or
"expects" used in the Company's press releases and periodic reports on Forms
10-K and 10-Q filed with the Securities and Exchange Commission are intended
to identify forward-looking statements. All forward-looking statements
involve risks and uncertainties. Although the Company believes its
expectations are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurances.


                                     12

<PAGE>

                               SIGNATURES

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

                                      HARD ROCK HOTEL, INC.

Date:  October 14, 1999               By:  /s/ JONATHAN SWAIN
                                      -------------------------------------
                                      Jonathan Swain
                                      DULY AUTHORIZED OFFICER

                                      /s/ TJEERD BRINK
                                      -------------------------------------
                                      Tjeerd Brink
                                      CHIEF FINANCIAL OFFICER
                                      (PRINCIPAL FINANCIAL OFFICER)